As submitted to the Securities and Exchange Commission on May 20, 2026.

Registration No. 333-293022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

AMENDMENT NO. 3 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

Securitize Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)

____________________

For co-registrant, see “Table of Co-Registrant” on the following page.

78 SW 7th Street, Suite 500
Miami, FL 33130
Telephone: (646) 918-5012
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

____________________

Carlos Domingo
Chief Executive Officer
78 SW 7th Street, Suite 500
Miami, FL 33130
Telephone: (646) 918-5012
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

____________________

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANT

____________

(1)      The co-registrant has the following principal executive offices: 78 SW 7th Street, Suite 500, Miami, FL 33130.

(2)      The agent for service for the co-registrant is: c/o Carlos Domingo, Chief Executive Officer, 78 SW 7th Street, Suite 500, Miami, FL 33130.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED MAY 20, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
CANTOR EQUITY PARTNERS II, INC.
AND
PROSPECTUS FOR UP TO 24,000,000 SHARES OF COMMON STOCK OF SECURITIZE HOLDINGS, INC.

To the Shareholders of Cantor Equity Partners II, Inc. (“CEPT Shareholders”):

You are cordially invited to attend the extraordinary general meeting (the “Meeting”) of the shareholders of Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), which will be held at 10:00 a.m., Eastern Time, on            , 2026. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP at One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You or your proxyholder will be able to attend and vote at the Meeting in person or by visiting            and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. This proxy statement/prospectus includes additional instructions on how to access the Meeting and how to listen, vote and submit questions from home or any remote location with Internet connectivity.

CEPT is a Cayman Islands exempted company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as an “acquisition target.”

On October 27, 2025, CEPT, Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“PubCo”), Senna Merger Sub, Inc., a newly incorporated Delaware corporation and direct wholly owned subsidiary of CEPT (“Company Merger Sub”) and Pinecrest Merger Sub, a newly incorporated Cayman Islands exempted company (“SPAC Merger Sub”) and direct wholly owned subsidiary of PubCo, entered into a business combination agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, upon the consummation of the transactions contemplated thereby (the “Closing”), (i) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity (the “CEPT Merger”), and with (a) CEPT Shareholders holding Class B ordinary shares, par value $0.0001 per share, of CEPT (“CEPT Class B Ordinary Shares”), receiving one Class A ordinary share, par value $0.0001 per share, of CEPT (the “CEPT Class A Ordinary Shares” and together with the CEPT Class B Ordinary Shares, the “CEPT Ordinary Shares”), in exchange for each CEPT Class B Ordinary Share held by such CEPT Shareholder immediately prior to the CEPT Merger (other than the Surrendered CEPT Shares (as defined below)), and (b) immediately thereafter, each CEPT Class A Ordinary Share will be cancelled and cease to exist, in exchange for the right of CEPT Shareholders holding CEPT Class A Ordinary Shares to receive one share of common stock, par value $0.0001 per share, of PubCo (“PubCo Common Stock”), for each CEPT Class A Ordinary Share held by such CEPT Shareholder at the time of the CEPT Merger (other than any Public Shares (as defined below) which are the subject of valid redemption requests (as described below) and any treasury shares), and (ii) at least two (2) hours after the CEPT Merger, Company 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”), and stockholders of Securitize (“Securitize Stockholders”) receiving shares of PubCo Common Stock in exchange for their shares of common stock of Securitize (“Securitize Shares”). As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”), SPAC 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, on October 27, 2025, PubCo, CEPT 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 CEPT 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 million. The PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

Contemporaneously with the execution of the Business Combination Agreement, CEPT, PubCo, Securitize and certain Securitize Stockholders entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, the Securitize Stockholders party to the Shareholder Support Agreement agreed (i) not to transfer their Securitize Shares, and to vote their Securitize Shares in favor of the Business Combination Agreement and the Transactions (including by execution of a written consent), (ii) not to facilitate any Company Acquisition Proposal, (iii) to terminate certain shareholders agreements with Securitize (with certain exceptions), effective immediately prior to Closing, and (iv) to release the Sponsor, CEPT, Securitize, and their subsidiaries from pre-Closing claims, subject to customary exceptions.

Contemporaneously with the execution of the Business Combination Agreement, CEPT, PubCo and Cantor EP Holdings II, LLC (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 CEPT Ordinary Shares in favor of the adoption and approval of the Business Combination Agreement and the Business Combination and each of the other Proposals (as defined below) to be approved by CEPT Shareholders at the Meeting (the “CEPT Shareholder Approval Matters”), (ii) to vote its CEPT Ordinary Shares against any alternative transactions, (iii) to comply with the restrictions imposed by the letter agreement, dated as of May 2, 2025, by and among CEPT, the Sponsor and the other parties thereto (the “Insider Letter”), including the restrictions on transferring and redeeming CEPT Ordinary Shares in connection with the Transactions, (iv) to waive the anti-dilution rights of the issued and outstanding CEPT Class B Ordinary Shares set forth in CEPT’s amended and restated memorandum and articles of association (the “CEPT Memorandum and Articles”), (v) to surrender, for no consideration, up to 30% of its CEPT Class B Ordinary Shares immediately prior to, and conditioned upon, the consummation of the CEPT Merger (the “Surrendered CEPT Shares”) (such number of Surrendered CEPT Shares to be determined pursuant to a formula taking into account the number of shares redeemed by CEPT Shareholders in the Business Combination and the gross proceeds from the PIPE Investments exceeding $100.0 million), (vi) that the shares of PubCo Common Stock received by the Sponsor in exchange for its CEPT Class B Ordinary Shares (other than any Surrendered CEPT Shares) (any such remaining shares, the “Post-Combination Founder Shares”) will be subject to a six months lock-up, subject to early release, and (vii) subject to and conditioned upon the Closing, that the Sponsor Note (as defined below), the Sponsor Loan (as defined below), and any other amounts outstanding from the Sponsor to CEPT shall, at the election of the Sponsor, be repaid either in cash or in PubCo Common Stock at $10.00 per share. In addition, the Sponsor agreed to subject up to 30% of its Post-Combination Founder Shares to vesting and potential forfeiture based on certain earn-out targets (as further described in “The Business Combination — Other Transaction Agreements — Sponsor Support Agreement).

Contemporaneously with the Closing, CEPT, PubCo, the Sponsor, and certain Securitize Stockholders will enter into an Amended and Restated Registration Rights Agreement that will amend and restate the registration rights agreement, dated as of May 1, 2025, by and between CEPT and the Sponsor, (the “Amended and Restated Registration Rights Agreement”), pursuant to which PubCo will (i) assume the registration obligations of CEPT under such registration rights agreement, with such rights applying to the shares of PubCo Common Stock and (ii) provide registration rights with respect to the resale of shares of PubCo Common Stock held by the Sponsor and the Securitize Stockholders party thereto.

Upon the completion of the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, and that the Sponsor Loan, the Sponsor Note, and any other amounts owing from CEPT to the Sponsor are repaid in cash, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 14.0%, 13.0%, 3.8%, 0% and 69.2% of the issued and outstanding shares of PubCo Common Stock, respectively.

The price per share of PubCo Common Stock is $10.00 per share for (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders.

The aggregate value of the total consideration that the Sponsor and its Affiliates will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the CEPT Ordinary Shares currently held by the Sponsor), cash fees to be paid to Cantor Fitzgerald & Co. (“CF&Co.”), an affiliate

of the Sponsor, as further described herein and the repayment of amounts owing to the Sponsor is approximately $99.0 million, assuming that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, the up to 30% of shares of PubCo Common Stock to be received by the Sponsor at the Closing which will be subject to an earnout, as described in the section entitled “The Business Combination — Business Combination Agreement”) (such earnout, the “Sponsor Earnout” and the shares of PubCo Common Stock subject to the Sponsor Earnout, the “Sponsor Earnout Shares”) are earned and not forfeited, the Sponsor Loan is fully drawn (for a maximum amount of $1,750,000) but no other amounts are owing from CEPT to the Sponsor, and that all PIPE Investors fund (or are deemed to have funded) their commitments in their PIPE Subscription Agreements.

The aggregate value of the total consideration that Securitize Common Stockholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the Securitize Common Stock to be held by Securitize Stockholders immediately prior to the Securitize Merger), is approximately $444,000,000. The aggregate value of the total consideration that Securitize Preferred Stockholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the Securitize Preferred Stock to be held by Securitize Preferred Stockholders immediately prior to the Securitize Merger), is approximately $738,500,000. The aggregate value of the total consideration that Public Shareholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share and assuming no redemptions, is approximately $240,000,000.

In addition, in connection with the consummation of the Business Combination and based on the assumptions described elsewhere in this proxy statement/prospectus, PubCo expects to issue, (a) up to 156,675,245 shares of PubCo Common Stock in exchange for Securitize Shares (including up to 6,250,000 Securitize Earnout Shares that Securitize Common Securityholders will be eligible to receive upon the achievement of certain share prices during the Earnout Period in accordance with the terms described below under the section titled “The Business Combination Proposal — General; Structure of the Business Combinations; Closings — Securitize Earnout Shares), (b) an additional number of shares of PubCo Common Stock equal to 10% of the total number of shares of PubCo’s Common Stock outstanding immediately following the Closing that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan and the ESPP plus an additional number of shares of PubCo Common Stock that may become issuable pursuant to the Assumed Options and Assumed RSUs, and (c) up to 3,829,432 shares of PubCo Common Stock issuable upon exercise of the Assumed Warrants. As discussed further under “The Business Combination Proposal — General; Structure of the Business Combinations; Securitize Merger; Securitize Options”, the Assumed Options represent options to purchase shares of PubCo Common Stock into which corresponding options to purchase Securitize Common Stock (the “Securitize Options”) were converted. The Assumed Options have the same terms and conditions as the corresponding Securitize Options, except that the number of shares of PubCo Common Stock subject to each Assumed Option and the per-share exercise price applicable thereto, are being adjusted based on the Securitize Exchange Ratio to ensure the economic value is replicated. As discussed further under “The Business Combination Proposal — General; Structure of the Business Combinations; Securitize Merger; Securitize Warrants”, the Assumed Warrants represent warrants to purchase shares of PubCo Common Stock into which corresponding warrants to purchase Securitize Preferred Stock issued by the Company pursuant to that certain Warrant, dated March 6, 2025, by and between J Digital 6 LLC and Securitize (the “Securitize Warrants”) were converted. The Assumed Warrants have the same terms and conditions as the corresponding Securitize Warrants, except that the number of shares of PubCo Common Stock subject to each Assumed Warrant and the per-share exercise price applicable thereto, are being adjusted based on the Securitize Exchange Ratio to ensure the economic value is replicated. It is anticipated that the aggregate price of the Assumed Warrants will be $38,294,325, at a price per warrant of $10.00.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Meeting scheduled to be held on            , 2026.

The CEPT Class A Ordinary Shares are currently listed on The Nasdaq Global Market under the symbols “CEPT.” If PubCo’s application for listing is approved, shares of PubCo Common Stock are expected to be traded on NYSE or another national securities exchange under the symbol “SECZ.” The CEPT Class A Ordinary Shares will not trade after the Closing.

Each of CEPT and PubCo is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination

When holders (the “Public Shareholders”) of CEPT Class A Ordinary Shares issued in the initial public offering of CEPT (the “CEPT IPO” and such shares, the “Public Shares”) consider the recommendation of the board of directors of CEPT (the “CEPT Board”) in favor of approval of the Business Combination and the other proposals discussed in this proxy statement/prospectus (the “Proposals”), Public Shareholders should keep in mind that the Sponsor and CEPT’s directors and officers have interests in the Proposals that are different from, or in addition to (and which may conflict with), the interests of a Public Shareholder as a CEPT Shareholder. These interests include, among other things:

•        As of the date hereof, the Sponsor is the record holder of 6,000,000 CEPT Class B Ordinary Shares (the “CEPT Founder Shares”) it acquired for $25,000 and 580,000 CEPT Class A Ordinary Shares (the “CEPT Private Placement Shares”) it acquired in a private placement for $10.00 per share. The following persons have material interests in the Sponsor: Cantor Fitzgerald, L.P. (“Cantor”) is the sole member of the Sponsor; CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor; and Brandon G. Lutnick is the controlling trustee of the trusts owning all of the voting shares of CFGM and the Chairman and Chief Executive Officer of CFGM and Cantor. As of the date hereof, each of Cantor, CFGM and Brandon G. Lutnick may be deemed to have beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. As of the date hereof, other than Brandon G. Lutnick (as described above) and Danny Salinas (who has a minority limited partnership interest in Cantor), none of CEPT’s other directors or executive officers has a direct or indirect ownership interest in the Sponsor and none of CEPT’s directors or executive officers has beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor;

•        The Sponsor paid $25,000, or approximately $0.004 per share, for the 6,000,000 CEPT Founder Shares, and $5,800,000, or $10.00 per share, for the 580,000 CEPT Private Placement Shares. As of October 27, 2025, the aggregate value of such shares is estimated to be approximately $81.1 million, assuming the per share value of the shares is the same as the $12.33 closing price of the CEPT Class A Ordinary Shares on Nasdaq on October 28, 2025 (the date the proposed Business Combination was announced). As a result, the Sponsor is likely to be able to recoup its investment in CEPT and make a substantial profit on that investment, even if shares of PubCo Common Stock lose significant value after the Closing. This means that the Sponsor could earn a positive rate of return on its investment, even if Public Shareholders experience a negative rate of return in PubCo;

•        The 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares held by the Sponsor and purchased by the Sponsor for $5,825,000 will be worthless if a business combination is not consummated by CEPT by the end of the Combination Period (as defined below);

•        Pursuant to the Insider Letter, the Sponsor agreed that, subject to limited exceptions, the 580,000 CEPT Private Placement Shares it holds will not be sold or transferred until 30 days after CEPT has completed a business combination and that the 6,000,000 CEPT Founder Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEPT’s initial business combination, (b) subsequent to CEPT’s initial business combination, (x) if the last reported sale price of the CEPT 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 CEPT’s initial business combination, and (c) the date on which CEPT completes certain material transactions that result in all of its shareholders having the right to exchange their shares for cash, securities or other property. The Sponsor Support Agreement shortens the lock-up that will apply to the Post-Combination Founder Shares from one year to 180 days, and provides that one-third of the Post-Combination Founder Shares are subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $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;

•        CF&Co., an affiliate of the Sponsor and Cantor, is a party to an engagement letter, dated September 25, 2025, with Citigroup Global Markets Inc. (“Citi”), PubCo, Securitize and CEPT (the “PIPE Engagement Letter”), pursuant to which PubCo, Securitize and CEPT engaged CF&Co. and Citi as co-placement agents for the PIPE Investment. CF&Co. is also a party to an engagement letter, dated October 10, 2025, with CEPT (the “M&A Engagement Letter”), pursuant to which CEPT engaged CF&Co. as CEPT’s

exclusive financial advisor for the Business Combination. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing equal to approximately $4.3 million (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). 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% 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). In addition, CF&Co. entered into a business combination marketing agreement with CEPT on May 1, 2025 (the “Business Combination Marketing Agreement”), pursuant to which CF&Co. will receive an $8.4 million cash fee at the Closing. Payment of the foregoing fees are contingent on the Closing;

•        The Sponsor and CEPT’s officers and directors have agreed not to redeem any CEPT Ordinary Shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

•        The CEPT Memorandum and Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as CEPT; and (ii) CEPT renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and CEPT, on the other. In the course of their other business activities, CEPT’s officers and directors may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to CEPT as well as the other entities with which they are affiliated. CEPT’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business combination opportunity before CEPT is presented with it. CEPT does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        CEPT has until May 5, 2027, or until such earlier liquidation date as the CEPT Board may approve or such later date as the CEPT Shareholders may approve pursuant to the CEPT Memorandum and Articles, to consummate a business combination (the “Combination Period”). If the Business Combination with Securitize is not consummated and CEPT does not consummate another business combination by the end of the Combination Period, CEPT will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CEPT Board, dissolving and liquidating, subject in each case above to CEPT’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such CEPT Ordinary Shares, and CF&Co. will not receive any of the fees described above;

•        CEPT has issued an unsecured promissory note (the “Sponsor Loan”) to the Sponsor in respect of up to $1,750,000 of loans the Sponsor has made, and will make, to CEPT to fund CEPT’s expenses relating to investigating and selecting an acquisition target and other working capital requirements. The Sponsor Loan does not bear interest and is repayable by CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEPT 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 of CEPT’s trust account (the “Trust Account”). As of March 31, 2026, CEPT had approximately $605,000 outstanding under the Sponsor Loan. If the Business Combination or another business combination is not consummated by the end of the Combination Period, the Sponsor Loan may not be repaid to the Sponsor, in whole or in part;

•        CEPT has also issued an unsecured promissory note for up to $3,600,000 to the Sponsor (the “Sponsor Note”) in connection with certain loans the Sponsor will make to CEPT in connection with the consummation of a business combination, an extension of time for CEPT to consummate a business combination or CEPT’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 CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Note may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. As of March 31, 2026, CEPT had $0 outstanding under the Sponsor Note. The Sponsor Note, if drawn, will not be repaid to the extent that the amount of the Sponsor Note exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

•        If CEPT is unable to complete a business combination by the end of the Combination Period, the Sponsor has agreed to be liable to CEPT if and to the extent of any claims by a third party for services rendered or products sold to CEPT or by a prospective acquisition target with which CEPT has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, in each case, reduce the amount of redemption amount to below the lesser of (i) the sum of (A) $10.00 per Public Share and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event and (ii) the sum of (A) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event, provided that such liability will not apply to any claims by a third party or prospective acquisition target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CEPT’s indemnity of the underwriters of the CEPT IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”) nor to claims brought by CEPT’s public auditor;

•        The Sponsor, CEPT’s officers and directors and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on CEPT’s behalf, such as identifying, investigating, negotiating and completing a business combination. If CEPT does not complete a business combination by the end of the Combination Period, CEPT may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, CEPT’s officers and directors or their affiliates has incurred any such expenses which would be reimbursed at the Closing; and

•        CEPT’s officers and directors will be eligible for continued indemnification and continued coverage under a tail policy for CEPT’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be paid for by PubCo at the Closing pursuant to the Business Combination Agreement. If the Business Combination does not close, CEPT’s officers and directors may not receive this tail insurance coverage.

Unrelated to the Business Combination, affiliates of the Sponsor and Cantor, including Cantor’s asset management division, are customers of Securitize and pay Securitize fees for providing services. Cantor and its affiliates may pursue additional business relationships and opportunities in the future with Securitize unrelated to the Business Combination.

Interests of PubCo’s Directors and Executive Officers in the Business Combination

In considering the recommendation of the CEPT Board to vote in favor of approval of the Proposals, CEPT Shareholders should keep in mind that the directors and executive officers of PubCo have interests in such Proposals that are different from or in addition to, those of CEPT Shareholders. In particular:

•        PubCo intends to grant equity awards under the Incentive Plan to PubCo’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. As recipients of the anticipated equity awards, PubCo’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer may have interests in the Business Combination that are different from or in addition to, the shareholders of PubCo; and

•        The fact that Carlos Domingo, Chief Executive Officer of PubCo, is expected to become a director of PubCo at Closing.

Consideration to be Received by, and Securities to be Issued to, the Sponsor and its Affiliates

Set forth below is a summary of the terms and amount of the consideration received or to be received by the Sponsor and its Affiliates in connection with the Business Combination, the PIPE Investment, the amount of securities issued or to be issued by PubCo to the Sponsor and its Affiliates and the price paid or to be paid or consideration provided for such securities or any related financing transaction.

Because the Sponsor acquired the 6,000,000 CEPT Founder Shares at a nominal price, the Public Shareholders will incur substantial and immediate dilution upon the Closing of the Business Combination. See the sections titled “Summary of the Proxy Statement/Prospectus — Dilution,” “Risk Factors — Risks Related to the Business Combination — The value of the Post-Combination Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of PubCo Common Stock at such time is substantially less than $10.00 per share, which may create an

economic incentive for the CEPT management team to pursue and consummate the Business Combination which differs from the Public Shareholders” and “Risk Factors — Risks Related to the Business Combination — Public Shareholders who do not redeem their Public Shares will experience substantial and immediate dilution upon Closing of the Business Combination as a result of the CEPT Class B Ordinary Shares held by the Sponsor, since the value of the CEPT Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, as well as a result of the issuance of the shares of PubCo Common Stock in the Business Combination and the PIPE Investment.”

After careful consideration, the CEPT Board has unanimously approved the Business Combination Agreement and the other Proposals described in the accompanying proxy statement/prospectus and the CEPT Board has determined that it is advisable to consummate the Business Combination. The CEPT Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CEPT’s management, the members of the CEPT Board and the other representatives of CEPT have experience in evaluating companies operating in the blockchain and digital assets industries and reviewed certain financial information of Securitize and other relevant financial information selected based on the experience and the professional judgment of CEPT’s management team. Accordingly, investors will be relying solely on the judgment of the CEPT Board in valuing Securitize’s business and accordingly, investors assume the risk that the CEPT Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEPT Shareholders have no assurance from an independent source that the number of shares of PubCo Common Stock to be issued to Securitize Stockholders and CEPT Shareholders in the Business Combination is fair to CEPT — and, by extension, CEPT Shareholders — from a financial point of view.” The CEPT Board recommends that Public Shareholders vote “FOR” the Proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals).

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Meeting. CEPT encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2026, and is first being mailed to CEPT Shareholders on or about            , 2026.

CANTOR EQUITY PARTNERS II, INC.
110 East 59th Street
New York, New York 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON            , 2026

TO THE SHAREHOLDERS OF CANTOR EQUITY PARTNERS II, INC. (“CEPT SHAREHOLDERS”):

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of the shareholders of Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), will be held at            a.m., Eastern Time, on            , 2026. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You can participate in the Meeting, vote and submit questions via live webcast by visiting            and using a control number assigned by Continental Stock Transfer & Trust Company. You will not be required to attend the Meeting in person in order to vote, and CEPT encourages virtual participation. You are cordially invited to attend the Meeting in person at the location noted above or via the live webcast noted above, and will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)    The Business Combination Proposal — to approve and adopt, by ordinary resolution, the Business Combination Agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”), dated as of October 27, 2025, by and among CEPT, Securitize, Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation (“PubCo”), Senna Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CEPT (“Company Merger Sub”) and Pinecrest Merger Sub, a newly incorporated Cayman Islands exempted company and a direct wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), pursuant to which, upon the consummation of the transactions contemplated thereby (the “Closing”), CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity (the “CEPT Merger”), and with (a) CEPT Shareholders holding Class B ordinary shares, par value $0.0001 per share, of CEPT (“CEPT Class B Ordinary Shares”), receiving one Class A ordinary share, par value $0.0001 per share, of CEPT ((the “CEPT Class A Ordinary Shares”), and, together with the CEPT Class B Ordinary Shares, the “CEPT Ordinary Shares”)), for each CEPT Class B Ordinary Share held by such CEPT Shareholder immediately prior to the CEPT Merger (other than certain CEPT Class B Ordinary Shares which are being cancelled in the Mergers), and (b) immediately thereafter, each CEPT Class A Ordinary Share will be cancelled, in exchange for the right of CEPT Shareholders holding CEPT Class A Ordinary Shares to receive one share of common stock, par value $0.0001 per share, of PubCo (“PubCo Common Stock”) for each CEPT Class A Ordinary Share held by such CEPT Shareholder at the time of the CEPT Merger (other than any holders of Public Shares (as defined below) which are the subject of valid redemption requests), and (ii) at least two (2) hours after the CEPT Merger, Company 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”), and stockholders of Securitize (“Securitize Stockholders”) receiving shares of PubCo Common Stock in exchange for their shares of common stock of Securitize. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents (as defined below) (the “Business Combination”), SPAC 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. We refer to this Proposal as the “Business Combination Proposal.” The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal,” and a copy of the Business Combination Agreement and the amendment thereto is attached to the accompanying proxy statement/prospectus as Annex A.

(2)    The Merger Proposal — to approve and authorize, by special resolution, (a) the CEPT Merger and the plan of merger for the CEPT Merger to be entered into by SPAC Merger Sub and CEPT (the “CEPT Plan of Merger”) and (b) upon the CEPT Merger Effective Date, (i) the memorandum and articles of CEPT Surviving Subsidiary in the form annexed to the CEPT Plan of Merger be approved in all respects, and (ii) the authorized share capital of CEPT be amended from $55,500 divided into 500,000,000

Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class B ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each to $50,000 divided to 5,000,000 ordinary shares of a nominal or par value of $0.01 each.

We refer to this Proposal as the “Merger Proposal.” The Merger Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Merger Proposal” and a copy of the CEPT Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex B.

(3)    The Organizational Documents Proposals — to consider and vote, on a non-binding advisory basis, upon separate proposals to approve the material differences between the CEPT Memorandum and Articles (Annex C) and the Form of Certificate of Incorporation of PubCo (the “PubCo Charter”) and the Amended and Restated Bylaws of PubCo (the “PubCo Bylaws”), substantially in the form attached to this proxy statement/prospectus as Annex D (the “Proposed Organizational Documents”), specifically to approve (collectively, the “Organizational Documents Proposals”):

The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Proposals.”:

(4)    The Nasdaq Proposal — to approve, by ordinary resolution, a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance (i) by CEPT of (a) up to 535,000 CEPT Class A Ordinary Shares issuable in repayment of the Sponsor Loan and the Sponsor Note (in each case as defined below), and (b) up to 22,500,000 CEPT Class A Ordinary Shares (the “PIPE Shares”) issuable to certain investors (the “PIPE Investors”) upon consummation of a private placement immediately prior to the CEPT Merger (the “PIPE Investment”), and (ii) by PubCo of (a) up to 156,675,245 shares of PubCo Common Stock in the Mergers (including up to 6,250,000 Securitize Earnout Shares), (b) an additional number of shares of PubCo Common Stock equal to 10% of the total number of shares of PubCo’s Common Stock outstanding immediately following Closing that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan and the ESPP plus an additional number of shares of PubCo Common Stock that may become issuable pursuant to the exercise or settlement of any Assumed Options and Assumed RSUs, and (c) up to 3,829,432 shares of PubCo Common Stock issuable upon the exercise of certain warrants held by J Digital 6 LLC (the “Assumed Warrants”), in each case, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. We refer to this Proposal as the “Nasdaq Proposal.” The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Nasdaq Proposal.”

(5)    The Adjournment Proposal — to approve, by ordinary resolution, a proposal to adjourn the Meeting to a later date or dates to be determined by the Chairman of the Meeting, if it is determined by CEPT that additional time is necessary or appropriate to complete the Business Combination or for any other reason. We refer to this Proposal as the “Adjournment Proposal.” The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal.”

Only holders of record of CEPT Ordinary Shares at the close of business on May 11, 2026 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.

After careful consideration, the board of directors of CEPT (the “CEPT Board”) has determined that the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal are in the commercial interests of CEPT and the CEPT Shareholders and unanimously recommends that Public Shareholders (as defined below) vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal, if presented. When Public Shareholders consider the CEPT Board’s recommendation of the Proposals, Public Shareholders should keep in mind that the directors and officers of CEPT and PubCo have interests in the Business Combination that may conflict with the interests of a Public Shareholder as a CEPT Shareholder. For a more complete descriptions of these interests, see the sections entitled “The Business Combination Proposal — Interests of the Sponsor and CEPT’s Directors and Executive Officers in the Business Combination” and “The Business Combination Proposal — Interests of PubCo’s Directors and Executive Officers in the Business Combination.”

After careful consideration, the CEPT Board has unanimously approved the Business Combination Agreement and the other Proposals described in the accompanying proxy statement/prospectus and the CEPT Board has determined that it is advisable to consummate the Business Combination. The CEPT Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CEPT’s management, the members of the CEPT Board and the other representatives of CEPT have experience in evaluating companies operating in the blockchain and digital assets industries and reviewed certain financial information of Securitize and other relevant financial information selected based on the experience and the professional judgment of CEPT’s management team. Accordingly, investors will be relying solely on the judgment of the CEPT Board in valuing Securitize’s business and accordingly, investors assume the risk that the CEPT Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEPT Shareholders have no assurance from an independent source that the number of shares of PubCo Common Stock to be issued to Securitize Stockholders and CEPT Shareholders in the Business Combination is fair to CEPT — and, by extension, CEPT Shareholders — from a financial point of view.”

To pass, each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution of CEPT Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Merger Proposal requires a special resolution of CEPT Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). CEPT Shareholders are also being asked to approve, on a non-binding advisory basis, each of the Organizational Documents Proposals. Although the CEPT Board is asking CEPT Shareholders to approve each of the Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Organizational Documents Proposals, the PubCo Charter and the PubCo Bylaws will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Under the Business Combination Agreement, the approval by CEPT Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If any of those Proposals are not approved by CEPT Shareholders, the Business Combination will not be consummated, unless waived by the parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The Sponsor currently holds 6,000,000 CEPT Class B Ordinary Shares (the “CEPT Founder Shares”) it acquired for $25,000 and 580,000 CEPT Class A Ordinary Shares (the “CEPT Private Placement Shares”) it acquired in a private placement for $10.00 per share. The Sponsor has agreed to vote its 6,580,000 CEPT Ordinary Shares, representing approximately 21.5% of the issued and outstanding CEPT Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CEPT Shareholders by an ordinary resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 8,710,001, or

approximately 36.3%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 1,065,001, or approximately 4.4%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEPT Shareholders by a special resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 13,806,667, or approximately 57.5%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 3,613,334, or approximately 15.1%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

Upon the completion of the Business Combination and the consummation of the PIPE Investment, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, the Sponsor Loan is repaid in cash, and that no amounts are owing from CEPT to the Sponsor under the Sponsor Note or otherwise, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 14.1%, 13.1%, 3.8%, 0% and 69.2% of the issued and outstanding shares of PubCo Common Stock, respectively.

The price per share of PubCo Common Stock is $10.00 per share for (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders.

The aggregate value of the total consideration that the Sponsor and its Affiliates will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the CEPT Ordinary Shares currently held by the Sponsor), cash fees to be paid to CF&Co., an affiliate of the Sponsor, as further described herein and the repayment of amounts owing to the Sponsor is approximately $99.0 million, assuming that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, all Sponsor Earnout Shares are earned and not forfeited, the Sponsor Loan is fully drawn (for a maximum amount of $1,750,000) but no other amounts are owing from CEPT to the Sponsor, and that all PIPE Investors fund, or are deemed to have funded, their commitments in their PIPE Subscription Agreements.

The aggregate value of the total consideration that Securitize Common Stockholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the Securitize Common Stock to be held by Securitize Stockholders immediately prior to the Securitize Merger), is approximately $444,000,000. The aggregate value of the total consideration that Securitize Preferred Stockholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share (in exchange for the Securitize Preferred Stock to be held by Securitize Preferred Stockholders immediately prior to the Securitize Merger), is approximately $738,500,000. The aggregate value of the total consideration that Public Shareholders will receive at the Closing, comprising shares of PubCo Common Stock valued at $10.00 per share and assuming no redemptions, is approximately $240,000,000.

Pursuant to the CEPT Memorandum and Articles, CEPT is providing the Public Shareholders with the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing) in CEPT’s trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the CEPT’s initial public offering (the “CEPT IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $248.8 million as of March 31, 2026, the estimated per share redemption price would have been approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes). CEPT Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Public Shares for cash. This means that CEPT Shareholders who hold Public Shares on or before            , 2026 (two (2) business days before the Meeting) will be eligible to elect to have their Public Shares redeemed for cash in connection with the Meeting, whether or not they are holders as of the Record Date, and whether or not such Public Shares are voted at the Meeting.

The Sponsor and CEPT’s executive officers and directors have agreed to waive their redemption rights with respect to any CEPT Ordinary Shares they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per share redemption price.

All CEPT Shareholders are cordially invited to attend the Meeting. Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, to ensure your representation at the Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of CEPT Ordinary Shares, you may also cast your vote via Internet or telephone or in person. If your CEPT Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, you may call Sodali & Co (“Sodali”), CEPT’s proxy solicitor, at (203) 658-9400 (banks and brokers) or email at CEPT.info@investor.sodali.com.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, NO LATER THAN 5:00 P.M., EASTERN TIME, ON            , 2026 (TWO BUSINESS DAYS PRIOR TO THE MEETING), DEMAND THAT CEPT REDEEM YOUR PUBLIC SHARES FOR CASH BY (A) DELIVERING A NOTICE TO CEPT’S TRANSFER AGENT AND (B) TENDERING YOUR PUBLIC SHARES TO CEPT’S TRANSFER AGENT. YOU MAY TENDER YOUR PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR PUBLIC SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN YOUR PUBLIC SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD YOUR PUBLIC SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE PUBLIC SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF CEPT SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

ADDITIONAL INFORMATION

This document incorporates important business and financial information about CEPT filed with the Securities and Exchange Commission (the “SEC”) that is not included in or delivered with this document. You can obtain any of the documents filed with the SEC by CEPT at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this document, at no cost, by contacting CEPT. Please see “Where You Can Find More Information” for more details. In order to receive timely delivery of the documents in advance of the Meeting, you should make your request to:

Cantor Equity Partners II, Inc.
110 East 59th Street
New York, New York 10022
Email: CantorEquityPartners@cantor.com

or

Sodali & Co
430 Park Avenue, 14th Floor
New York, New York 10022
Telephone: (800) 662-5200
Banks and Brokers can call: (203) 658-9400
Email: CEPT.info@investor.sodali.com

To obtain timely delivery, you must request the information no later than five business days before the date you must make their investment decision.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by CEPT, PubCo or Securitize. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of CEPT, PubCo or Securitize since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

You will not be charged for any of these documents that you request. To obtain timely delivery of requested materials, you must request the documents no later than five (5) business days prior to the date of the Meeting.

table of contents

PubCo, CEPT and Securitize are responsible for the information contained in this proxy statement/prospectus. None of PubCo, CEPT or Securitize has authorized anyone to provide you with different information, and none of PubCo, CEPT or Securitize takes responsibility for any other information others may give you. PubCo, CEPT and Securitize are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

For investors outside of the United States, none of PubCo, CEPT or Securitize has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

Market, Industry and Other Data

This proxy statement/prospectus contains estimates, projections and other information concerning Securitize’s industry, Securitize’s business and the markets for Securitize’s services. Some market data and statistical information contained in this proxy statement/prospectus are also based on Securitize’s management’s estimates and calculations, which are derived from their review and interpretation of the independent sources listed below, internal research and knowledge of Securitize’s market. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. In addition, projections, assumptions and estimates of the future performance of the industry in which Securitize’s operates and Securitize’s future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Unless otherwise expressly stated, we obtained industry, business, market and other data from the reports, publications and other materials and sources listed below. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Trademarks

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/consent solicitation statement/prospectus may appear without the ®, ™ or ℠ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. PubCo, CEPT and Securitize do not intend that use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us, by any other companies.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding CEPT, PubCo, Securitize and their respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts, including statements about the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The safe harbor for forward-looking statements is not applicable to this offering pursuant to Section 27A of the Exchange Act.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of CEPT, PubCo or Securitize as of any subsequent date, and none of CEPT, PubCo or Securitize undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or to instruct how your vote should be cast or how you should vote your shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of PubCo may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of securities of CEPT or PubCo;

•        the risk that the Transactions may not be completed by the end of the Combination Period;

•        the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of CEPT Shareholders, or the PIPE Investment;

•        failure to realize the anticipated benefits of the Transactions;

•        the level of redemptions of the Public Shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of the Public Shares or the shares of PubCo Common Stock;

•        the lack of a third-party fairness opinion in determining whether or not to pursue the Transactions;

•        the failure of PubCo to obtain or maintain the listing of its securities on any securities exchange after the Closing;

•        costs related to the Transactions and as a result of PubCo becoming a public company;

•        changes in business, market, financial, political and regulatory conditions;

•        risks relating to PubCo’s anticipated operations and business, including the highly volatile nature of the price of the industry in which PubCo operates;

•        risks related to increased competition in the industries in which PubCo will operate;

•        risks that after the Closing, PubCo experiences difficulties managing its growth and expanding operations;

•        challenges in implementing PubCo’s business plan, due to operational challenges, significant competition and regulation;

“CEPT Private Placement” means the sale of the 580,000 CEPT Class A Ordinary Shares to the Sponsor that occurred concurrently with the CEPT IPO.

“CEPT Private Placement Shares” means the 580,000 CEPT Class A Ordinary Shares purchased by the Sponsor in the CEPT Private Placement.

“CEPT Shareholder Approval Matters” means the Business Combination Proposal and each of the other Proposals to be approved by CEPT Shareholders at the Meeting.

“CEPT Shareholders” means the holders of CEPT Ordinary Shares.

“CEPT Surviving Subsidiary” means SPAC Merger Sub continuing as the surviving entity after CEPT merges with and into SPAC Merger Sub in the CEPT Merger.

“Certificate of Merger” means the certificate filed the Secretary of State of the State of Delaware to certify the Securitize Merger.

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership, the representative of the underwriters in the CEPT IPO and an affiliate of the Sponsor, Cantor and, prior to the Closing, CEPT.

“CFGM” means CF Group Management, Inc., a New York corporation, the managing general partner of Cantor.

“CFIUS” means the Committee on Foreign Investment in the United States.

“CFTC” means the Commodity Futures Trading Commission.

“Chapter 11” means 11 U.S.C. §§ 1101 to 1174 in the United States Bankruptcy Code.

“Citi” means Citigroup Global Markets Inc.

“Citi M&A Engagement Letter” means the letter agreement, dated as of September 16, 2025, by and between Securitize and Citi for Citi to provide financial advisory services to Securitize in connection with the Business Combination.

“Closing” means the closing of the Transactions.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the 24-month period that CEPT has to consummate an initial business combination from the closing of the CEPT IPO to May 5, 2027, or such earlier date as determined by the CEPT Board, or as such date may be extended pursuant to the CEPT Memorandum and Articles.

“Company Merger Sub” means Senna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CEPT.

“Company Surviving Subsidiary” means Securitize continuing as the surviving company after Company Merger Sub merges with and into Securitize in the Securitize Merger.

“CST” means Continental Stock Transfer & Trust Company, transfer agent of CEPT and trustee of the Trust Account.

“D&O Indemnified Persons” means the current or former directors and officers of CEPT, the Securitize Entities, PubCo, Company Merger Sub or CEPT Merger Sub.

“DGCL” means the General Corporation Law of the State of Delaware.

“Directors” means the directors of PubCo from time to time, and each a Director.

“DPW” means Davis Polk & Wardwell LLP.

“DTC” means The Depository Trust Company.

“DWAC” means DTC’s Deposit Withdrawal at Custodian service.

“Effective Date” means the date this Registration Statement is effective.

“Effective Time” means the Securitize Merger Effective Time and the CEPT Merger Effective Time.

“Engagement Letters” means the PIPE Engagement Letter, the Citi M&A Engagement Letter and the M&A Engagement Letter.

“ESPP” means the Securitize Holdings, Inc. Employee Stock Purchase Plan, to be adopted prior to Closing, as amended from time to time.

“ETF(s)” means exchange-traded funds.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FATCA” means the United States Foreign Account Tax Compliance Act.

“FDIC” means Federal Deposit Insurance Corporation.

“HHR” means Hughes Hubbard & Reed LLP.

“Incentive Plan” means the Securitize Holdings, Inc. Omnibus Incentive Plan, to be adopted prior to Closing, as amended from time to time.

“Insider Letter” means the letter agreement, dated as of May 2, 2025, by and among CEPT, the Sponsor and the other parties thereto.

“Interim Period” means the period from the date of the Business Combination Agreement until the earlier of (a) the Closing or (b) the termination of the Business Combination Agreement in accordance with its terms.

“Investment Company Act” means the United States Investment Company Act of 1940.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Agreement(s)” means the Lock-Up Agreements to be executed at Closing by the Securitize Stockholders, the form of which is attached hereto as Annex G.

“M&A Engagement Letter” means the letter agreement, dated as of October 10, 2025, by and between CEPT and CF&Co. for CF&Co. to provide financial advisory services to CEPT in connection with the Business Combination.

“Meeting” or the “Extraordinary General Meeting” means the extraordinary general meeting of CEPT Shareholders, to be held on             , 2026 at              a.m. Eastern Time.

“Merger Proposal” means the proposal to approve and authorize the CEPT Merger and the plan of merger for the CEPT Merger to be entered into by SPAC Merger Sub and CEPT.

“Mergers” means the CEPT Merger and the Securitize Merger.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance (i) by CEPT of (a) up to 535,000 CEPT Class A Ordinary Shares issuable in repayment of the Sponsor Loan and the Sponsor Note (in each case as defined below), and (b) up to 22,500,000 CEPT Class A Ordinary Shares issuable to the PIPE Investors upon consummation of the PIPE Investment, and (ii) by PubCo of (a) up to 156,675,245 shares of PubCo Common Stock in the Mergers (including up to 6,250,000 Securitize Earnout Shares), (b) an additional number of shares of PubCo Common Stock equal to 10% of the total number of shares of PubCo’s Common Stock outstanding immediately following Closing that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan and the ESPP plus an additional number of shares of PubCo Common Stock that may become issuable pursuant to the exercise or settlement of any Assumed Options and Assumed RSUs, and (c) up to 3,829,432 shares of PubCo Common Stock issuable upon the exercise of the Assumed Warrants, in each case, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635.

“Nasdaq Rule(s)” means The Nasdaq Stock Market Listing Rule(s).

“No Redemptions Scenario” means a scenario whereby none of the Public Shareholders redeem their Public Shares.

“Non-U.S. Holder” means a beneficial owner of Public Shares that, for United States federal income tax purposes, is not a U.S. Holder or a partnership or other entity classified as a partnership for United States federal income tax purposes.

“NTBV” means net tangible book value.

“NYSE” means the New York Stock Exchange.

“Organizational Documents Proposals” means each of the proposals to consider and vote, on a non-binding advisory basis, upon the material differences between CEPT Memorandum and Articles and PubCo Charter and PubCo Bylaws to be effective upon the completion of the Business Combination, specifically to approve:

•        Proposal A: the change from a board of directors consisting of two classes to a board of directors consisting of three classes;

•        Proposal B: the change that the board of directors is elected by a plurality of the votes cast by holders of shares of PubCo Common Stock (rather than solely by holders of CEPT Class B Ordinary Shares);

•        Proposal C: changes related to the parties that may call a special meeting of shareholders;

•        Proposal D: the changes to the quorum of the board of directors;

•        Proposal E: the changes to the notice of shareholder actions and meetings; and

•        Proposal F: the changes to the exclusive forum provision. “OTC” means over the counter.

“Outside Date” means the date that is nine (9) months after the date of the Business Combination Agreement, or July 27, 2026.

“Parties” means the parties to the Business Combination Agreement, being CEPT, Securitize, PubCo, CEPT Merger Sub and Securitize Merger Sub.

“PCAOB” means the Public Company Accounting Oversight Board.

“PIPE Engagement Letter” means the letter agreement, dated September 25, 2025, by and among CF&Co., Citi, CEPT and Securitize, pursuant to which CF&Co. and Citi agreed to provide placement agent services in connection with the PIPE and other non-financial advisory services to PubCo.

“PIPE Investment” means the proposed issuance and sale by CEPT of the PIPE Shares to the PIPE Investors to occur immediately prior to the CEPT Merger.

“PIPE Investors” means the investors that entered into the PIPE Subscription Agreements with CEPT, Securitize and PubCo.

“PIPE Shares” means the up to 22,500,000 CEPT Class A Ordinary Shares to be issued by PubCo to the PIPE Investors as part of the Closing.

“PIPE Subscription Agreements” means the Subscription Agreements, dated October 27, 2025, by and among CEPT, Securitize and each of the PIPE Investors.

“Post-Combination Founder Shares” means the up to 6,000,000 shares of PubCo Common Stock to be received by the Sponsor in connection with the CEPT Merger (after giving effect to the surrender of any CEPT Founder Shares contemplated by the Sponsor Support Agreement and the conversion of such remaining shares into CEPT Class A Ordinary Shares immediately prior to the CEPT Merger).

“Proposed Organizational Documents” means the PubCo Charter and the PubCo Bylaws.

“proxy statement/prospectus” means this proxy statement/prospectus included in the Registration Statement.

“PubCo” means Securitize Holdings, Inc., a Delaware corporation.

“PubCo Board” means the board of directors of PubCo.

“PubCo Bylaws” means the amended and restated bylaws of PubCo to be adopted in connection with Closing, in the form attached hereto as Annex D.

“PubCo Charter” means the amended and restated certificate of incorporation of PubCo to be adopted in connection with Closing, in the form attached hereto as Annex D.

“PubCo Common Stock” means the shares of common stock, par value $0.0001 per share, of PubCo.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 24,000,000 CEPT Class A Ordinary Shares issued in the CEPT IPO.

“Record Date” means May 11, 2026, the record date for the Meeting.

“Redemption Event” means the consummation of an initial business combination, an extension of the Combination Period or CEPT’s liquidation.

“Registration Statement” means the Registration Statement on Form S-4 (Registration No. 333-293022) filed by PubCo with the SEC of which this proxy statement/prospectus forms a part.

“Regulation S-K” means Regulation S-K of the Securities Act.

“Required Shareholder Approval” means the approval of the CEPT Shareholder Approval Matters that are submitted to the vote of the CEPT Shareholders at the Meeting in accordance with this proxy statement/prospectus, by the requisite vote of the CEPT Shareholders at the Meeting, in accordance with the CEPT Memorandum and Articles, applicable law and this proxy statement/prospectus.

“Resale Registration Statement” means the registration statement on Form S-1 to be filed by PubCo with the SEC after the Closing to register the resale of certain shares of PubCo Common Stock.

“Restricted Securities” means the shares of PubCo Common Stock received by each Securitize Stockholder as a result of the Lock-Up Agreements.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securitize” or the “Company” means Securitize, Inc., a Delaware corporation.

“Securitize Common Stock” means common stock, par value $0.0001 per share, of Securitize, including shares of Class A common stock.

“Securitize Entities” means Securitize and its subsidiaries.

“Securitize Merger” means the merger of Company Merger Sub with and into Securitize, with Securitize continuing as the Company Surviving Subsidiary.

“Securitize Merger Effective Time” means at the time on the date of Closing when the Certificate of Merger has been duly accepted for filing by the Delaware Secretary of State in accordance with the DGCL (or such other time as specified in the Certificate of Merger).

“Securitize Preferred Stock” means collectively, Securitize’s Series A preferred stock, Series B-1 preferred stock, Series B-2 preferred stock, Series B-3 preferred stock and Series B-4 preferred stock, each series of which has a par value of $0.0001 per share.

“Securitize Stockholders” means the stockholders of Securitize prior to the Closing.

“SPAC Guidance” means the guidance issued by the SEC to the 2024 SPAC Rules.

“SPAC Merger Sub” means Pinecrest Merger Sub, a Cayman Islands exempted company.

“Sponsor” means Cantor EP Holdings II, LLC, a Delaware limited liability company, which is 100% owned by Cantor.

“Sponsor Loan” means the promissory note entered into by CEPT in favor of the Sponsor on May 1, 2025, evidencing the loan of up to $1,750,000 committed to CEPT by the Sponsor to fund CEPT’s expenses after the CEPT IPO and prior to a business combination relating to investigating and selecting an acquisition target and other working capital requirements.

“Sponsor Note” means the promissory note entered into by CEPT in favor of the Sponsor on May 1, 2025, evidencing the loan the Sponsor will make to CEPT in connection with the consummation of 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.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated October 27, 2025, by and among PubCo, CEPT, Securitize and the Sponsor.

“Trust Account” means the trust account of CEPT that holds the net proceeds of the CEPT IPO and the CEPT Private Placement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of May 1, 2025, by and between CEPT and CST.

“U.S.” means the United States of America.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

“Withum” means WithumSmith+Brown, PC.

“Working Capital Loans” means the funds that the Sponsor or an affiliate of the Sponsor, or certain of CEPT’s officers and directors may, but are not obligated to, loan CEPT as may be required if the Sponsor Loan is insufficient to cover the working capital requirements of CEPT.

Questions and Answers About the Proposals

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Meeting and the Proposals. The following questions and answers do not include all the information that is important to CEPT Shareholders. CEPT Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Meeting.

Q:     Why am I receiving this proxy statement/prospectus?

A:     On October 27, 2025, CEPT, PubCo, Securitize, SPAC Merger Sub and Company Merger Sub entered into the Business Combination Agreement pursuant to which they agreed to effect the Business Combination on the terms set forth therein and as is described in this proxy statement/prospectus. CEPT Shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. The Business Combination Agreement provides that, among other things: (i) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity in the CEPT Merger, and with (a) CEPT Shareholders holding CEPT Class B Ordinary Shares receiving one CEPT Class A Ordinary Share for each CEPT Class B Ordinary Share held by such CEPT Shareholder immediately prior to the CEPT Merger (other than the Surrendered CEPT Shares), and (b) immediately thereafter, with CEPT Shareholders holding CEPT Class A Ordinary Shares receiving one share of PubCo Common Stock for each CEPT Class A Ordinary Share held by such CEPT Shareholder at the time of the CEPT Merger (other than any Public Shares for which a Public Shareholder has made a valid redemption request in accordance with the CEPT Memorandum and Articles and the CEPT IPO Prospectus), and (ii) at least two (2) hours after the CEPT Merger, Company Merger Sub will merge with and into Securitize, with Securitize continuing as the surviving entity in the Securitize Merger, and with Securitize Stockholders receiving shares of PubCo Common Stock in exchange for their Securitize Shares.

Contemporaneously with the execution of the Business Combination Agreement on October 27, 2025, PubCo, CEPT and Securitize entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22,500,000 PIPE Shares at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225 million. The PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

For more information about the PIPE Investment and other arrangements contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Agreement” and “Other Transaction Agreements.”

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:     What is being voted on at the Meeting?

A:     CEPT Shareholders are being asked to vote to approve the following Proposals:

(1)    The Business Combination Proposal — to approve and adopt the Business Combination Agreement and the Business Combination. See the section entitled “The Business Combination Proposal.”

(2)    The Merger Proposal — to approve and authorize the CEPT Merger and the CEPT Plan of Merger. See the section entitled “The Merger Proposal.”

(3)    The Organizational Documents Proposals — to consider and vote, on a non-binding advisory basis, upon separate proposals to approve the material differences between the CEPT Memorandum and Articles and the Proposed Organizational Documents, specifically to approve:

•        Proposal A:    the change from a board of directors consisting of two classes to a board of directors consisting of three classes;

•        Proposal B:    the change that the board of directors is elected by a plurality of the votes cast by holders of shares of PubCo Common Stock (rather than solely by holders of CEPT Class B Ordinary Shares);

•        Proposal C:    changes related to the parties that may call a special meeting of shareholders;

•        Proposal D:    the changes to the quorum of the board of directors;

•        Proposal E:    the changes to the notice of shareholder actions and meetings; and

•        Proposal F:    the changes to the exclusive forum provision.

See the section entitled “The Organizational Documents Proposals.”

(4)    The Nasdaq Proposal — to approve a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance (i) by CEPT of (a) up to 535,000 CEPT Class A Ordinary Shares issuable in repayment of the Sponsor Loan and the Sponsor Note, and (b) up to 22,500,000 PIPE Shares issuable to the PIPE Investors upon consummation of the PIPE Investment, and (ii) by PubCo of (a) up to 156,675,245 shares of PubCo Common Stock in the Mergers (including up to 6,250,000 Securitize Earnout Shares), (b) an additional number of shares of PubCo Common Stock equal to 10% of the total number of shares of PubCo’s Common Stock outstanding immediately following Closing that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan and the ESPP plus an additional number of shares of PubCo Common Stock that may become issuable pursuant to the exercise or settlement of any Assumed Options and Assumed RSUs, and (c) up to 3,829,432 shares of PubCo Common Stock issuable upon exercise of the Assumed Warrants, in each case, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. We refer to this Proposal as the “Nasdaq Proposal.” The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Nasdaq Proposal.”

(5)    The Adjournment Proposal — to approve a proposal to adjourn the Meeting to a later date or dates to be determined by the Chairman of the Meeting, if it is determined by CEPT additional time is necessary or appropriate to complete the Business Combination or for any other reason. See the section entitled “The Adjournment Proposal.”

CEPT will hold the Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. CEPT Shareholders should read it carefully.

The vote of CEPT Shareholders is important. CEPT Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     What will happen to the CEPT Class A Ordinary Shares in connection with the Closing?

A:     CEPT Class A Ordinary Shares are currently listed on Nasdaq under the symbol “CEPT.” In connection with the Closing, holders of CEPT Class A Ordinary Shares will receive one share of PubCo Common Stock for each CEPT Class A Ordinary Share such CEPT Shareholder holds at Closing (other than any Public Shares which are the subject of valid redemption requests). If PubCo’s application for listing is approved, shares of PubCo Common Stock are expected to be traded on NYSE or another national securities exchange under the symbol “SECZ.”

Q:     What equity stake will current Public Shareholders, the PIPE Investors, the Sponsor and its Affiliates, the directors and officers of CEPT, and the Securitize Stockholders hold in PubCo immediately after the completion of the Business Combination and the PIPE Investment?

A:     Upon the completion of the Business Combination and the consummation of the PIPE Investment and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash, that the Sponsor Loan is repaid in cash and that no amounts are owing from CEPT to the Sponsor under the Sponsor Note or otherwise, (i) Public Shareholders, (ii) the PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEPT, and (v) the Securitize Stockholders, in each case, will own approximately 14.0%, 13.0%, 3.8%, 0% and 69.2% of the issued and outstanding shares of PubCo Common Stock, respectively.

If any of the Public Shareholders exercise their redemption rights, the percentage of the issued and outstanding shares of PubCo Common Stock held by the Public Shareholders will decrease and the percentages of issued and outstanding shares of PubCo Common Stock held by the PIPE Investors, the Sponsor and its Affiliates and the Securitize Stockholders, will each increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience dilution upon the exercise of the Assumed Warrants, the issuance of any shares of PubCo Common Stock pursuant to the Incentive Plan, the exercise of any Assumed Options, and other future equity issuances by PubCo that are unanticipated as of the date of this proxy statement/prospectus.

As of March 31, 2026, there are 30,580,000 CEPT Ordinary Shares issued and outstanding, including 24,000,000 Public Shares, which may be redeemed in connection with the Meeting by Public Shareholders, 580,000 CEPT Private Placement Shares held by the Sponsor and 6,000,000 CEPT Founder Shares held by the Sponsor.

CEPT cannot predict how many Public Shares will be redeemed. As a result, the parties are presenting five different redemption scenarios with respect to the Public Shares, each of which presents a different allocation of total shares of PubCo Common Stock issued and outstanding following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of PubCo under each of: (1) the No Redemptions Scenario; (2) the 25% Redemptions Scenario; (3) the 50% Redemptions Scenario; (4) the 75% Redemptions Scenario; and (5) the 100% Redemptions Scenario, in each case, including the Sponsor Earnout Shares and excluding the dilutive effect of: (i) the Earnout Shares; (ii) the Assumed Warrants; and (iii) the Assumed Options and (iv) any share of PubCo Common Stock issuable under the Incentive Plan.

The following table illustrates the potential dilutive effect of Assumed Warrants, Assumed Options, and the shares of PubCo Common Stock issuable under the Incentive Plan, but excluding any Securitize Earnout Shares issuable under the Business Combination Agreement:

The following table illustrates the potential dilutive effect of Assumed Warrants, Assumed Options, and the shares of PubCo Common Stock issuable under the Incentive Plan, and the issuance of the maximum number of Securitize Earnout Shares under the Business Combination Agreement:

____________

*        Percentages may not sum to 100.0% due to rounding.

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      Assumes that Public Shareholders holding 25% of the Public Shares (6,000,000 Public Shares) exercise redemption rights with respect to their Public Shares, for an aggregate payment of approximately $63.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(3)      Assumes that Public Shareholders holding 50% of the Public Shares (12,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $126.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(4)      Assumes that Public Shareholders holding 75% of the Public Shares (18,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $189.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(5)      Assumes that Public Shareholders holding 100% of the Public Shares (24,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $252.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(6)      Assumes the Equity Value (as defined in the Business Combination Agreement) is $1,257 million. Excludes any Securitize Earnout Shares, none of which will be issued and outstanding at Closing. Includes 3,875,006 shares of PubCo Common Stock to be issued to the holders of certain Securitize convertible notes, which are converted at Closing, upon exchange of 845,156 shares of Securitize Common Stock based on the Securitize Exchange Ratio.

(7)      Represents shares of PubCo Common Stock issuable on exercise of the Assumed Options being exchanged for PubCo vested options upon the Closing.

(8)      Consists of 73,582,444 shares of PubCo Common Stock to be issued to the holders of Securitize Preferred Stock upon exchange of 16,048,654 shares of Securitize Preferred Stock based on the Securitize Exchange Ratio. Excludes any Securitize Earnout Shares, none of which will be issued and outstanding at Closing. Includes 3,875,006 shares of PubCo Common Stock to be issued to the holders of certain Securitize convertible notes, which are converted at Closing, upon exchange of 845,156 shares of Securitize Common Stock based on the Securitize Exchange Ratio.

(9)      Includes 580,000 shares of PubCo Common Stock received in exchange for the CEPT Private Placement Shares and up to 6,000,000 Post-Combination Founder Shares after accounting for the surrender of CEPT Founder Shares based on redemptions in each scenario as calculated in accordance with the Sponsor Support Agreement. Certain of the Post-Combination Founder Shares are subject to an earn-out, as further described herein. To the extent some or all of such targets are not achieved, some or all of the shares of PubCo Common Stock will be forfeited by the Sponsor and cancelled, for no consideration. Such shares are reflected as being owned in each presentation because, as of the consummation of the Business Combination, they will be issued and outstanding.

(10)    Up to 5% of the number of shares of PubCo Common Stock issued to the Security Stockholders in the Securitize Merger may be issued to Securitize Stockholders upon the satisfaction of certain earn-out targets, as further described in the section entitled “Business Combination — The Business Combination Agreement.”

Dilution

Dilution per share to Public Shareholders is determined by CEPT’s NTBV per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on NTBV per share, from the Public Shareholders as set forth as follows under five redemption scenarios.

The following table illustrates NTBV per share and the change in NTBV per share, as adjusted, following the Closing, including the issuance of CEPT Class A Ordinary Shares to the PIPE Investors, but excluding the other effects of the Business Combination, while giving effect to probable or consummated transactions that are material and other material effects on NTBV per share. These are presented in relation to the offering price per Public Share in the CEPT IPO as set forth as follows under the five redemption scenarios:

If you acquired Public Shares in the CEPT IPO, your ownership interest will be immediately diluted to the extent of the difference between the $10.00 price per share sold in the CEPT IPO and the NTBV per share, as adjusted, of the PubCo Common Stock immediately after consummation of the Business Combination.

The following table presents the NTBV per share under each of: (1) the No Redemptions Scenario; (2) the 25% Redemptions Scenario; (3) the 50% Redemptions Scenario; (4) the 75% Redemptions Scenario; and (5) the 100% Redemptions Scenario assuming various sources of material probable dilution (but excluding the direct effects of the Business Combination transaction itself).

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      Assumes that Public Shareholders holding 25% of the Public Shares (6,000,000 Public Shares) exercise redemption rights with respect to their Public Shares, which is approximately $63.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(3)      Assumes that Public Shareholders holding 50% of the Public Shares (12,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $126.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(4)      Assumes that Public Shareholders holding 75% of the Public Shares (18,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $189.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(5)      Assumes that Public Shareholders holding 100% of the Public Shares (24,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $252.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(6)      Includes the settlement of approximately $36.2 million of CEPT transaction expenses in a No Redemptions scenario, approximately $34.7 million of CEPT transaction expenses in a 25% Redemptions Scenario, approximately $33.1 million of CEPT transaction expenses in a 50% Redemptions Scenario, approximately $31.6 million of CEPT transaction expenses in a 75% Redemptions Scenario, and approximately $30.0 million of CEPT transaction expenses in a 100% Redemptions Scenario.

(7)      Assumes the issuance of 22,500,000 CEPT Class A Ordinary Shares to PIPE Investors at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225.0 million.

(8)      NTBV is calculated as total assets minus total liabilities and CEPT Class A Ordinary Shares subject to redemption as of March 31, 2026.

(9)      NTBV is adjusted for (i) payments from the Trust Account at different levels of redemptions to Public Shareholders at the $10.51 per share redemption price as of March 31, 2026 (which is inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event); (ii) transaction costs that have not been recorded on CEPT’s financial statements as of March 31, 2026, which will have an impact on the calculation of NTBV upon the Closing; and (iii) funding of the PIPE Investment by the PIPE Investors. Dilution is calculated by subtracting the NTBV per share as of March 31, 2026, as adjusted, from the $10.00 CEPT IPO per share price for the Public Shares.

CEPT issued the Public Shares in the CEPT IPO at $10.00 per share (the “IPO Price”). After giving effect to the issuance of the 24,000,000 Public Shares in the CEPT IPO and the 580,000 CEPT Private Placement Shares to the Sponsor in the CEPT Private Placement, there were 24,580,000 CEPT Ordinary Shares issued and outstanding. In connection with the Business Combination, assuming its consummation in accordance with the Business Combination Agreement, immediately after the Closing, PubCo is expected to have outstanding 172,925,245 shares of PubCo Common Stock, including (i) 22,500,000 shares of PubCo Common Stock issued to the PIPE Investors in the CEPT Merger, (ii) 119,845,245 shares of PubCo Common Stock issued to the Securitize Stockholders in the Securitize Merger, (iii) 24,000,000 shares of PubCo Common Stock issued to holders of CEPT Class A Ordinary Shares, and (iv) 6,580,000 shares of PubCo Common Stock issued to holders of Sponsor Shares. These shares outstanding also assume that no shares of PubCo Common Stock are issued and outstanding under the Incentive Plan. The tabular disclosure includes presentations of information at various illustrative redemption levels consistent with the “No Redemptions,” “25% Redemptions,” “50% Redemptions,” “75% Redemptions” and “100% Redemptions” scenarios further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

CEPT issued shares in the CEPT IPO at $10.00 per share (the “IPO Price”). Based on Securitize’s and CEPT’s current capitalization, the anticipated the total maximum number of shares of PubCo Common Stock outstanding or issuable immediately following the Closing in the No Redemptions Scenario will be approximately 172,925,245 shares (excluding Securitize Earnout Shares, Sponsor Earnout Shares, and any shares of PubCo Common Stock issuable on exercise of the Assumed Options and Assumed Warrants). In the No Redemptions Scenario, PubCo’s valuation following the Closing is based on the IPO Price and is therefore calculated as: $10.00 times 172,925,245 shares, or $1,729.3 million. The following table illustrates the valuation of PubCo at the offering price of the securities at the IPO Price for each redemption scenario:

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      Assumes that Public Shareholders holding 25% of the Public Shares (6,000,000 Public Shares) exercise redemption rights with respect to their Public Shares, for an aggregate payment of approximately $63.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(3)      Assumes that Public Shareholders holding 50% of the Public Shares (12,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $126.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(4)      Assumes that Public Shareholders holding 75% of the Public Shares (18,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $189.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(5)      Assumes that Public Shareholders holding 100% of the Public Shares (24,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $252.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(6)      Includes 580,000 shares of PubCo Common Stock received in exchange for the CEPT Private Placement Shares. Excludes CEPT Class B Ordinary Shares being surrendered based on redemptions in each scenario as calculated pursuant to the Sponsor Support Agreement (412,500 shares and 862,500 shares in the 75% Redemptions Scenario and 100% Redemptions Scenario, respectively) and certain CEPT Class B Ordinary Shares (1,800,000 shares in the No Redemptions Scenario, 25% Redemptions Scenario, and 50% Redemptions Scenario, 1,676,250 shares in the 75% Redemptions Scenario, and 1,541,250 shares in the 100% Redemptions Scenario), which are Sponsor Earnout Shares subject to vesting upon the achievement of certain share prices during the Earnout Period.

(7)      Excludes 6,250,000 Earnout Shares that Securitize Common Stockholders will be eligible to receive upon achievement of certain share prices during the Earnout Period.

The aforementioned equity issuances are not the only sources of potential dilution to the relative ownership percentage associated with shares of PubCo Common Stock held by non-redeeming Public Shareholders after the Closing; any additional equity and equity-linked issuances by PubCo may result in additional dilution to Public Shareholders’ percentage ownership in PubCo, potentially significantly, and may have other effects, as described above and as further described in the “Risk Factors” section of this proxy statement/prospectus.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Combined Financial Information.”

Q:     What conditions must be satisfied or waived to complete the Business Combination?

A:     There are a number of closing conditions to the Business Combination in the Business Combination Agreement, including, but not limited to, the following: (i) approval of each of the CEPT Shareholder Approval Matters; (ii) the consummation of the Transactions not being prohibited by applicable law; (iii) effectiveness of the Registration Statement; (iv) the shares of PubCo Common Stock having been approved for listing on NYSE or another national securities exchange; and (v) the expiration or termination of the waiting period under the HSR Act applicable to the Transactions (which expired at 11:59 p.m. Eastern Time on January 22, 2026), all of which must be satisfied to complete the Business Combination.

The closing conditions to the Business Combination in the Business Combination Agreement that may be waived by the party entitled to the benefit of such condition include, but are not limited to, (i) the accuracy of the representations and warranties of each party and compliance in all material respects with each party’s respective covenants and agreements under the Business Combination Agreement, (ii) the absence of any Company Material Adverse Effect (as defined in the Business Combination Agreement) or SPAC Material Adverse Effect (as defined in the Business Combination Agreement), as applicable, since the date of the Business Combination Agreement, (iii) the satisfaction of certain other customary closing conditions, including the delivery of ancillary agreements at the Closing and (iv) at least $100 million of PIPE Investments having been funded (or deemed funded, in accordance with the terms of the PIPE Subscription Agreements).

For more information regarding the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination — The Business Combination Agreement” and “The Business Combination — Other Transaction Agreements.”

Q:     Why is CEPT providing CEPT Shareholders with the opportunity to vote on the Business Combination?

A:     Under the CEPT Memorandum and Articles, CEPT must provide all Public Shareholders with the opportunity to have their Public Shares redeemed upon the consummation of CEPT’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business reasons and pursuant to Cayman Islands law requirements, CEPT has elected to structure the Business Combination in such a way as to provide Public Shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, CEPT is seeking to obtain the approval of the CEPT Shareholders of the Business Combination Proposal, among the other Proposals, in order to allow the Public Shareholders to effectuate redemptions of their Public Shares in connection with the consummation of the Business Combination.

Q:     Are there any arrangements to help ensure that there will be sufficient funds to consummate the Business Combination?

A:     Yes. Contemporaneously with the execution of the Business Combination Agreement, on October 27, 2025, PubCo, CEPT and Securitize entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase, in a private placement immediately prior to the CEPT Merger, 22,500,000 PIPE Shares at a purchase price of $10.00 per share payable in cash, for an aggregate purchase price of $225 million. The PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy their commitments thereunder through the purchase of CEPT Class A Ordinary Shares on the public market, subject to certain restrictions set forth therein.

The proceeds from the Trust Account (net of any amounts used to fund the redemptions of Public Shares) and the PIPE Investment will be used to pay any transaction expenses of the parties and any remainder will be used for transaction expenses, working capital and general corporate purposes. In addition, CEPT and Securitize may seek to arrange for additional third-party financing which may be in the form of debt (including convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

Q:     How many votes do I have at the Meeting?

A:     CEPT Shareholders are entitled to one vote at the Meeting for each CEPT Ordinary Share held of record as of May 11, 2026, the Record Date for the Meeting. As of the close of business on the Record Date, there were 30,580,000 CEPT Ordinary Shares issued and outstanding.

Q:     What constitutes a quorum at the Meeting?

A:     A quorum of CEPT Shareholders is necessary to hold a valid meeting. A quorum for the Meeting will be achieved if CEPT Shareholders of record that hold a majority of the then issued and outstanding CEPT Ordinary Shares are present at the Meeting (whether in person (including via the virtual meeting platform) or by proxy), irrespective of the number of CEPT Ordinary Shares voted by such CEPT Shareholders at the Meeting. As of the Record Date, the presence, in person or by proxy, of CEPT Shareholders holding 15,290,001 CEPT Ordinary Shares would be required to achieve a quorum at the Meeting. In addition to the CEPT Ordinary Shares held by the Sponsor, which represent approximately 21.5% of the issued and outstanding CEPT Ordinary Shares and which will count towards this quorum, CEPT will need only one or more CEPT Shareholders of record holding 8,710,001 Public Shares, or approximately 36.3%, of the 24,000,000 Public Shares represented in person (including via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum.

Q:     What vote is required to approve the Proposals presented at the Meeting?

A:     To pass, each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution of CEPT Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Merger Proposal requires a special resolution of CEPT Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CEPT Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). CEPT Shareholders are also being asked to approve, on a non-binding advisory basis, each of the Organizational Documents Proposals. Although the CEPT Board is asking CEPT Shareholders to approve each of the Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Organizational Documents Proposals, the PubCo Charter and the PubCo Bylaws will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Assuming a quorum is established, a CEPT Shareholder’s failure to vote by proxy or to vote at the Meeting will have no effect on the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals.

The Sponsor has agreed to vote its 6,580,000 CEPT Ordinary Shares, representing approximately 21.5% of the issued and outstanding CEPT Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CEPT Shareholders by an ordinary resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 8,710,001, or approximately 36.3%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 1,065,001, or approximately 4.4%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEPT Shareholders by a special resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 13,806,667, or approximately 57.5%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 3,613,334, or approximately 15.1%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

Q:     Are the Proposals conditioned on one another?

A:     Under the Business Combination Agreement, the approval by CEPT Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If any of those Proposals is not approved by CEPT Shareholders, the Business Combination will not be consummated, unless waived by the Parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

Q:     How will the Sponsor and CEPT’s directors and officers vote?

A:     The Sponsor has agreed to vote its 6,580,000 CEPT Ordinary Shares, representing approximately 21.5% of the issued and outstanding CEPT Ordinary Shares, in favor of each of the Proposals. While none of CEPT’s executive officers or directors directly own any CEPT Ordinary Shares, pursuant to the Insider Letter, each of CEPT’s executive officers and directors have agreed to vote any CEPT Ordinary Shares held by them in favor of an initial business combination, including the Business Combination. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if the Sponsor and CEPT’s officers and directors had agreed to vote their CEPT Ordinary Shares in accordance with the majority of the votes cast by Public Shareholders.

As a result, with respect to each Proposal that requires approval of CEPT Shareholders by an ordinary resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 8,710,001, or approximately 36.3%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 1,065,001, or approximately 4.4%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEPT Shareholders by a special resolution, in addition to the Sponsor’s CEPT Ordinary Shares, and solely by way of example, CEPT would need only 13,806,667, or approximately 57.5%, of the 24,000,000 Public Shares (assuming all issued and outstanding CEPT Ordinary Shares are voted at the Meeting) and only 3,613,334, or approximately 15.1%, of the 24,000,000 Public Shares (assuming only a majority of the issued and outstanding CEPT Ordinary Shares are voted at the Meeting) to be voted in favor of such Proposals in order to have such Proposals approved.

Q:     What interests do the Sponsor, CEPT’s directors and executive officers and their affiliates have in the Business Combination?

A:     When Public Shareholders consider the recommendation of the CEPT Board in favor of approval of the Business Combination and other Proposals, Public Shareholders should keep in mind that the Sponsor and CEPT’s directors and officers have interests in the Proposals that are different from or in addition to (and which may conflict with), the interests of a Public Shareholder as a CEPT Shareholder. These interests include, among other things:

•        As of the date hereof, the Sponsor is the record holder of 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares. The following persons have material interests in the Sponsor: Cantor is the sole member of the Sponsor; CFGM is the managing general partner of Cantor; and Brandon G. Lutnick is the controlling trustee of the trusts owning all of the voting shares of CFGM and the Chairman and Chief Executive Officer of CFGM and Cantor. As of the date hereof, each of Cantor, CFGM and Brandon G. Lutnick may be deemed to have beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. As of the date hereof, other than Brandon G. Lutnick (as described above) and Danny Salinas (who has a minority limited partnership interest in Cantor), none of CEPT’s other directors or executive officers has a direct or indirect ownership interest in the Sponsor and none of CEPT’s directors or executive officers has beneficial ownership of the CEPT Ordinary Shares held directly by the Sponsor;

•        The Sponsor paid $25,000, or approximately $0.004 per share, for the 6,000,000 CEPT Founder Shares, and $5,800,000, or $10.00 per share, for the 580,000 CEPT Private Placement Shares. As of October 27, 2025, the aggregate value of such shares is estimated to be approximately $81.1 million, assuming the per share value of the shares is the same as the $12.33 closing price of the CEPT Class A Ordinary Shares on Nasdaq on October 28, 2025 (the date the proposed Business Combination was announced). As a result, the Sponsor is likely to be able to recoup its investment in CEPT and make a substantial profit on that investment, even if shares of PubCo Common Stock lose significant value after the Closing. This means that the Sponsor could earn a positive rate of return on its investment, even if Public Shareholders experience a negative rate of return in PubCo;

•        The 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares held by the Sponsor and purchased by the Sponsor for $5,825,000 will be worthless if a business combination is not consummated by CEPT by the end of the Combination Period (as defined below);

•        Pursuant to the Insider Letter, Sponsor agreed that, subject to limited exceptions, the 580,000 CEPT Class A Ordinary Shares it holds will not be sold or transferred until 30 days after CEPT has completed a business combination and that the 6,000,000 CEPT Founder Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEPT’s initial business combination, (b) subsequent to CEPT’s initial business combination, (x) if the last reported sale price of the CEPT 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 CEPT’s initial business combination, and (c) the date on which CEPT completes certain material transactions that result in all of its shareholders having the right to exchange their shares for cash, securities or other property. The Sponsor Support Agreement shortens the lock-up that will apply to the Post-Combination Founder Shares from one year to 180 days, and provides that one-third of the Post-Combination Founder Shares are subject to early-release in the event the VWAP of a share of PubCo Common Stock exceeds $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, and removes clause (b) above;

•        CF&Co., an affiliate of the Sponsor and Cantor, is a party to the PIPE Engagement Letter pursuant to which PubCo, Securitize and CEPT engaged CF&Co. as a co-placement agent for the PIPE Investment. CF&Co. is also a party to the M&A Engagement Letter pursuant to which CEPT engaged CF&Co. as CEPT’s exclusive financial advisor for the Business Combination. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing equal to approximately $4.3 million (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). 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% of 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). In addition, CF&Co. is also a party to the Business Combination Marketing Agreement, pursuant to which CF&Co. will receive an $8.4 million cash fee at the Closing. Payment of the foregoing fees are contingent on the Closing.

•        The Sponsor and CEPT’s officers and directors have agreed not to redeem any CEPT Ordinary Shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

•        The CEPT Memorandum and Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as CEPT; and (ii) CEPT renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and CEPT, on the other. In the course of their other business activities, CEPT’s officers and directors may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to CEPT as well as the other entities with which they are affiliated. CEPT’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business combination opportunity before CEPT is presented with it. CEPT does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        CEPT has until the end of the Combination Period to consummate a business combination. If the Business Combination with Securitize is not consummated and CEPT does not consummate another business combination by the end of the Combination Period, CEPT will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CEPT Board, dissolving and liquidating, subject in each case above to CEPT’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,000,000 CEPT Founder Shares and 580,000 CEPT Private Placement Shares held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such CEPT Ordinary Shares, and CF&Co. will not receive any of the fees described above;

•        CEPT has issued the Sponsor Loan to the Sponsor in respect of up to $1,750,000 of loans the Sponsor has made, and will make, to CEPT to fund CEPT’s expenses relating to investigating and selecting an acquisition target and other working capital requirements. The Sponsor Loan does not bear interest and is repayable by CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEPT 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 of the Trust Account. As of March 31, 2026, CEPT had approximately $605,000 outstanding under the Sponsor Loan. If the Business Combination or another business combination is not consummated by the end of the Combination Period, the Sponsor Loan may not be repaid to the Sponsor, in whole or in part;

•        CEPT has also issued the Sponsor Note to the Sponsor in respect of up to $3,600,000 of loans the Sponsor will make to CEPT in connection with 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 CEPT to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option at any time on or prior to the consummation of the Business Combination, all or any portion of the amount outstanding under the Sponsor Note may be converted into CEPT Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. As of March 31, 2026, CEPT had $0 outstanding under the Sponsor Note. The Sponsor Note, if drawn, will not be repaid to the extent that the amount of the Sponsor Note exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

•        If CEPT is unable to complete a business combination by the end of the Combination Period, the Sponsor has agreed to be liable to CEPT if and to the extent of any claims by a third party for services rendered or products sold to CEPT or by a prospective acquisition target with which CEPT has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, in each case, reduce the amount of redemption amount to below the lesser of (i) the sum of (A) $10.00 per Public Share and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event and (ii) the sum of (A) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event, provided that such liability will not apply to any claims by a third party or prospective acquisition target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CEPT’s indemnity of the underwriters of the CEPT IPO against certain liabilities, including liabilities under the Securities Act nor to claims brought by CEPT’s public auditor;

•        The Sponsor, CEPT’s officers and directors and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on CEPT’s behalf, such as identifying, investigating, negotiating and completing a business combination. If CEPT does not complete a business combination by the end of the Combination Period, CEPT may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, CEPT’s officers and directors or their affiliates has incurred any such expenses which would be reimbursed at the Closing; and

•        CEPT’s officers and directors will be eligible for continued indemnification and continued coverage under a tail policy for CEPT’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be paid for by PubCo at the Closing pursuant to the Business Combination Agreement. If the Business Combination does not close, CEPT’s officers and directors may not receive this tail insurance coverage.

Unrelated to the Business Combination, affiliates of the Sponsor and Cantor, including Cantor’s asset management division, are customers of Securitize and pay Securitize fees for providing services. Cantor and its affiliates may pursue additional business relationships and opportunities in the future with Securitize unrelated to the Business Combination.

For more information, see “Certain CEPT Relationships and Related Party Transactions” and see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Since the Sponsor and CEPT’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with PubCo and Securitize is appropriate as CEPT’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CEPT if the Business Combination is not completed or any other business combination is not completed.”

CEPT’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its Affiliates, the CEPT Audit Committee should separately review and consider the potential conflicts of interest with respect to the Sponsor and its Affiliates arising out of the proposed Business Combination and the proposed terms in respect thereof. Accordingly, the CEPT Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Business Combination Agreement and the transactions contemplated therein.

Q:     What interests do PubCo’s directors and executive officers have in the Business Combination?

A:     In considering the recommendation of the CEPT Board to vote in favor of approval of the Proposals, CEPT Shareholders should keep in mind that the directors and executive officers of PubCo have interests in such Proposals that are different from or in addition to, those of CEPT Shareholders. In particular:

•        PubCo intends to grant equity awards under the Incentive Plan to PubCo’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. As recipients of the anticipated equity awards, PubCo’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer may have interests in the Business Combination that are different from or in addition to, the shareholders of PubCo; and

•        The fact that Carlos Domingo, Chief Executive Officer of PubCo, is expected to become a director of PubCo at Closing.

Q:     What is CF&Co.’s history with CEPT and PubCo?

A:     CF&Co.’s history with CEPT and PubCo can be summarized as follows:

•        CF&Co. served as underwriter for the CEPT IPO. Pursuant to an underwriting agreement, dated May 1, 2025, between CEPT, on the one hand, and CF&Co. and Odeon Capital Group LLC (“Odeon”), on the other hand, CEPT paid a total of $4,800,000 in underwriting discounts and commissions for CF&Co.’s services as the representative of the underwriters in the CEPT IPO.

•        Pursuant to the Business Combination Marketing Agreement, CEPT engaged CF&Co. as an advisor in connection with CEPT’s initial business combination to assist CEPT in arranging meetings with CEPT Shareholders to discuss any potential business combination and an acquisition target’s attributes, introducing CEPT to potential investors that are interested in purchasing CEPT’s securities and assisting CEPT with its press releases and public filings in connection with any business combination. Pursuant to the Business Combination Marketing Agreement, CEPT agreed to pay CF&Co. a cash fee for such services upon the consummation of its business combination in an amount equal to $8,400,000.

•        Pursuant to the PIPE Engagement Letter, for the services provided thereto, CF&Co. will receive a cash fee at the Closing, equal to approximately $4.3 million (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).

•        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% of 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).

Q:     When will the Sponsor and the Securitize Stockholders be entitled to transfer their respective shares of PubCo Common Stock?

A:     The Sponsor has agreed, and each of the Securitize Stockholders will agree, to restrictions on their ability to transfer, assign or sell their shares of PubCo Common Stock, as summarized in the table below. Such transfer restrictions will apply until the applicable expiration date, unless earlier waived by the contracting parties.

Q:     Did the CEPT Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     No. The CEPT Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CEPT’s management, the members of the CEPT Board and the other representatives of CEPT have experience in evaluating the operating and financial merits of companies operating in the blockchain and digital asset industries and reviewed certain financial information of Securitize and other relevant financial information selected based on the experience and the professional judgment of CEPT’s management team. Accordingly, investors will be relying solely on the judgment of the CEPT Board in valuing Securitize’s business and accordingly, investors assume the risk that the CEPT Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEPT Shareholders have no assurance from an independent source that the number of shares of PubCo Common Stock to be issued to Securitize Stockholders and CEPT Shareholders in the Business Combination is fair to CEPT — and, by extension, CEPT Shareholders — from a financial point of view.”

Q:     What factors did the CEPT Board consider in connection with its decision to recommend voting in favor of the Business Combination?

A:     The CEPT Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the CEPT Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the CEPT Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether to pursue the terms of the Business Combination (including the consideration to be received by CEPT Shareholders and Securitize Stockholders). Before reaching its decision, the CEPT Board reviewed the information provided to it by its management, representatives of the Sponsor and CEPT’s legal and financial advisors, including the analyses prepared by CF&Co., in its capacity as financial advisor to CEPT, as further described in the section entitled “The Business Combination Proposal — CEPT Board’s Reasons for Approval of the Business Combination — Comparable Company Analysis” below.

The CEPT Board determined that pursuing a potential business combination with PubCo and Securitize would be an attractive opportunity for CEPT and the CEPT Shareholders, which determination was based on a number of factors considered by the CEPT Board at the time it approved the Business Combination. See the section titled “The Business Combination Proposal — CEPT Board’s Reasons for Approval of the Business Combination.”

Q:     What are the U.S. federal income tax consequences of the CEPT Merger to me?

A:     As discussed more fully under “— Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the CEPT Merger to U.S. Holders,” the CEPT Merger should constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the CEPT Merger so qualifies and subject to the discussion in “— Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations”, U.S. Holders (as defined in “— Material U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

•        A U.S. Holder whose Public Shares have a fair market value of less than $50,000 on the date of the CEPT Merger will not recognize any gain or loss and will not be required to include any part of CEPT’s earnings in income;

•        A U.S. Holder who, on the date of the CEPT Merger, is a 10% U.S. Shareholder (as defined in “— Material U.S. Federal Income Tax Considerations — U.S. Holders — Effects of Section 367 to U.S. Holders”) will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Public Shares; and

•        A U.S. Holder whose Public Shares have a fair market value of $50,000 or more and who is not a 10% U.S. Shareholder will generally recognize gain (but not loss) on the exchange of its Public Shares for PubCo Common Stock pursuant to the CEPT Merger. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the earnings and profits amount attributable to its Public Shares provided certain other requirements are satisfied.

CEPT does not expect to have significant cumulative earnings and profits, if any, on the date of the CEPT Merger.

Furthermore, if the CEPT Merger qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder of Public Shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Public Shares for PubCo Common Stock pursuant to the CEPT Merger under the “passive foreign investment company,” or “PFIC,” rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code and would generally require that a United States person who disposes of stock of a PFIC must recognize gain equal to the excess, if any, of the fair market value of the PubCo Common Stock received in the CEPT Merger over the U.S. Holder’s adjusted tax basis in the corresponding Public Shares surrendered in exchange therefor, notwithstanding any other provision of the Code. Because CEPT is a blank check company with no current active business, we believe that CEPT would likely be classified as a PFIC for its current (and its prior) taxable years. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. Holder of Public Shares to recognize gain on the exchange of such Public Shares for PubCo Common Stock pursuant to the CEPT Merger, unless such U.S. Holder has made certain tax elections with respect to such Public Shares that are described in more detail in “— Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations — QEF Election and Mark-to-Market Election.” The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the CEPT Merger, see the discussion in the section titled “— Material U.S. Federal Income Tax Considerations.”

The CEPT Merger should not result in any U.S. federal income tax consequences to Non-U.S. Holders (as defined in “— Material U.S. Federal Income Tax Considerations”).

The tax consequences of the CEPT Merger are complex and will depend on a holder’s particular circumstances. All holders are urged to consult with their tax advisors regarding the tax consequences to them of the CEPT Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For additional discussion of the U.S. federal income tax treatment of the CEPT Merger, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the CEPT Merger to U.S. Holders” and “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders.”

Q:     How will the Business Combination affect my CEPT Class A Ordinary Shares?

A:     Pursuant to the Business Combination Agreement, upon the Closing, CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity, as a result of which CEPT Shareholders will receive one share of PubCo Common Stock for each CEPT Class A Ordinary Share held by such CEPT Shareholder (other than any Public Shares which are the subject of valid redemption requests). For more information on the rights of shares of PubCo Common Stock, see “Description of PubCo Securities.”

Q:     How many votes per share is each class of PubCo Common Stock entitled?

A:     Upon Closing, each share of PubCo Common Stock will be entitled to one vote.

Q:     Why is CEPT proposing the Nasdaq Proposal?

A:     Under Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares); or (ii) the number of ordinary shares to be issued is or will be equal to or in excess of 20% of the number of ordinary shares outstanding before the issuance of the share or securities.

Under Nasdaq Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the ordinary shares (or securities convertible into or exercisable for ordinary shares) or voting power of an issuer could constitute a change of control.

Under Nasdaq Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) at a price that is less than the lower of (the “Minimum Price”): (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Immediately prior to the Closing, CEPT expects to issue an aggregate of 22,500,000 PIPE Shares to the PIPE Investors (assuming all PIPE Investors fund their commitments in their PIPE Subscription Agreements in cash), at a price per share of $10.00, which represents a discount to the Minimum Price of CEPT Class A Ordinary Shares of $12.03 as of October 24, 2025, the last trading day prior to the date the PIPE Subscription Agreements were signed.

In addition, in connection with the consummation of the Business Combination and based on the assumptions described elsewhere in this proxy statement/prospectus, (i) CEPT expects to issue, immediately prior to the consummation of the CEPT Merger, (a) up to 535,000 CEPT Class A Ordinary Shares issuable in repayment of the Sponsor Loan and the Sponsor Note and (b) up to 22,500,000 PIPE Shares issuable to PIPE Investors upon consummation of the PIPE Investment, and (ii) PubCo expects to issue, (a) up to 156,675,245 shares of PubCo Common Stock in exchange for Securitize Shares (including up to 6,250,000 Securitize Earnout Shares), (b) an additional number of shares of PubCo Common Stock equal to 10% of the total number of shares of PubCo’s Common Stock outstanding immediately following Closing that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan and the ESPP plus an additional number of shares of PubCo Common Stock that may become issuable pursuant to the exercise or settlement of any Assumed Options and Assumed RSUs, and (c) up to 3,829,432 shares of PubCo Common Stock issuable upon exercise of the Assumed Warrants.

For further details, see “The Business Combination Agreement,” “The Business Combination Proposal — Covenants — PIPE Investment” and “Executive and Director Compensation — PubCo — Summary of the Material Terms of the Incentive Plan.” Accordingly, the aggregate number of (i) CEPT Class A Ordinary Shares that CEPT will issue and (ii) shares of PubCo Common Stock that PubCo will issue in connection with the Business Combination will, in the aggregate, exceed 20% of both the voting power and the number of CEPT Ordinary Shares outstanding before such issuance and will result in a change of control of CEPT. For these reasons, CEPT is seeking the approval of CEPT Shareholders for such issuances in connection with the Business Combination pursuant to Nasdaq Rules 5635(a), (b) and (d). For further details, see “The Nasdaq Proposal.”

Q:     What happens if I sell my Public Shares before the Meeting?

A:     The Record Date is earlier than the date of the Meeting. If you transfer your Public Shares after the Record Date but before the date of the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your Public Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Public Shares prior to the Record Date, you will have no right to vote those shares at the Meeting.

Q:     What happens if CEPT Shareholders vote against the Business Combination Proposal?

A:     Pursuant to the CEPT Memorandum and Articles, if the Business Combination Proposal is not approved and CEPT does not otherwise consummate an alternative business combination by the end of the Combination Period, CEPT will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in the Trust Account, including interest (net of taxes payable), to the Public Shareholders in accordance with the CEPT Memorandum and Articles.

Q:     Do I have redemption rights?

A:     Pursuant to the CEPT Memorandum and Articles, holders of Public Shares may elect to have their Public Shares redeemed for cash at the then-applicable redemption price calculated as of two (2) business days prior to the Closing. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $248.8 million as of March 31, 2026, this would have amounted to approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes). If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CST prior to the Meeting. See the section titled “Extraordinary General Meeting of CEPT Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash. In connection with the CEPT IPO, the Sponsor and CEPT’s executive officers and directors agreed to waive any redemption rights with respect to any CEPT Ordinary Shares held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CEPT’s executive officers and directors did not receive separate consideration for the waiver.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether or not you are a holder and vote your Public Shares on the Business Combination Proposal (for or against) or any other Proposal. As a result, the Business Combination Agreement can be approved by Public Shareholders who will redeem their Public Shares, leaving Public Shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of NYSE or another national securities exchange.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on             , 2026 (two (2) business days before the Meeting), tender your Public Shares physically or electronically and submit a request in writing that CEPT redeem your Public Shares for cash to CST, CEPT’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

If you hold Public Shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DTC’s DWAC system.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CEPT’s consent, until the consummation of the Business Combination. If you delivered your Public Shares for redemption to CST and decide within the required

timeframe not to exercise your redemption rights, you may request that CST return the shares (physically or electronically). You may make such request by contacting CST at the phone number or address listed under the question “Who can help answer my questions?” below.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that their Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which was approximately $248.8 million as of March 31, 2026, or approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes), as of the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

If a holder of Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, CEPT will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to shares of PubCo Common Stock upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their redemption rights would not be entitled to convert their Public Shares for the applicable pro rata share of the Trust Account. In such case, CEPT will promptly return any Public Shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the consummation of another business combination or the liquidation of CEPT. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith.

Notwithstanding the foregoing, the CEPT 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 15% of the Public Shares in the aggregate, without the prior consent of CEPT.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of a holder of Public Shares exercising redemption rights depends on the particular facts and circumstances. Because the CEPT Merger will occur after the redemption of U.S. Holders (as defined in “— Material U.S. Federal Income Tax Considerations” below) that exercise redemption rights, U.S. Holders exercising redemption rights should not be subject to the potential tax consequences of Section 367(b) of the Code as a result of the CEPT Merger, but will be subject to the potential tax consequences of CEPT being treated as a passive foreign investment company. Please see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Have Their Public Shares Redeemed for Cash.” If you are a U.S. Holder of Public Shares contemplating exercising your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No appraisal or dissenters’ rights are available to CEPT Shareholders in connection with the ordinary resolution to approve the Business Combination Proposal. Under the Cayman Act, minority shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair value of their shares, which if necessary, may ultimately be determined by the court. Therefore, holders of record of CEPT Class A Ordinary Shares (“CEPT Class A Record Holders”) have a right to dissent from the CEPT Merger. Please see the section titled “The Merger Proposal — Appraisal or Dissenters’ Rights” for additional information.

In addition, Public Shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the redemption proceeds payable to Public Shareholders who exercise such redemption rights will represent the fair value of those shares. For a discussion about the Public Shareholders’ redemption rights, please see “Extraordinary General Meeting of CEPT Shareholders — Redemption Rights.”

Q:     What happens to the funds deposited in the Trust Account after the consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be used to pay CEPT Shareholders who properly exercise their redemption rights. The remaining amount will be released to CEPT and used to:

•        pay certain fees, costs and expenses (including taxes, regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by CEPT, Securitize and PubCo in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement; and

•        provide for general corporate purposes of PubCo, including, but not limited to, working capital.

Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Unlike some other blank check companies which require their public shareholders to vote against a business combination in order to exercise their redemption rights, Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemption by Public Shareholders. With fewer Public Shares and Public Shareholders, the trading market for shares of PubCo Common Stock may be less liquid than the market for Public Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into PubCo’s business will be reduced.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for PubCo Common Stock may be less liquid than the market for shares of CEPT Class A Ordinary Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for a stock exchange.

The table below presents the value per share to a Public Shareholder that elects not to redeem under: (1) the No Redemptions Scenario; (2) the 25% Redemptions Scenario; (3) the 50% Redemptions Scenario; (4) the 75% Redemptions Scenario; and (5) the 100% Redemptions Scenario.

The table below presents the post-transaction equity value under: (1) the No Redemptions Scenario; (2) the 25% Redemptions Scenario; (3) the 50% Redemptions Scenario; (4) the 75% Redemptions Scenario; and (5) the 100% Redemptions Scenario.

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their CEPT Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      Assumes that Public Shareholders holding 25% of the Public Shares (6,000,000 Public Shares) exercise redemption rights with respect to their Public Shares, for an aggregate payment of approximately $63.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(3)      Assumes that Public Shareholders holding 50% of the Public Shares (12,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $126.1 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(4)      Assumes that Public Shareholders holding 75% of the Public Shares (18,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $189.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(5)      Assumes that Public Shareholders holding 100% of the Public Shares (24,000,000 Public Shares) exercise redemption rights with respect to their Public Shares for an aggregate payment of approximately $252.2 million (based on the estimated per share redemption price of approximately $10.51 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, and inclusive of the $0.15 per redeemed share funded by the Sponsor Note and paid by CEPT in connection with the applicable Redemption Event.

(6)      Based on a post-transaction equity value of PubCo of the following:

(6a)    Based on a post-transaction equity value of PubCo of $1,755 million, which equals (i) $1,818 million less (ii) $63.1 million, equivalent to the value of 6,000,000 Public Shares redeeming in the 25% Redemptions Scenario assuming an $10.51 per share redemption price.

(6b)    Based on a post-transaction equity value of PubCo of $1,692 million, which equals (i) $1,818 million less (ii) $126.1 million, equivalent to the value of 12,000,000 Public Shares redeeming in the 50% Redemptions Scenario assuming an $10.51 per share redemption price.

(6c)    Based on a post-transaction equity value of PubCo of $1,625 million, which equals (i) $1,818 million less (ii) $193.5 million, equivalent to the value of 412,500 forfeited Sponsor Shares (and the impact to the Sponsor Earnout Shares) and 18,000,000 Public Shares redeeming in the 75% Redemptions Scenario assuming an $10.51 per share Redemption Price.

(6d)    Based on a post-transaction equity value of PubCo of $1,557.0 million, which equals (i) $1,818 million less (ii) $261.3 million, equivalent to the value of 862,500 forfeited Sponsor Shares (and the impact to the Sponsor Earnout Shares) and 24,000,000 Public Shares redeeming in the 100% Redemptions Scenario assuming an $10.51 per share redemption price.

(7)      Includes (i) 119,845,245 shares of PubCo Common Stock held by Securitize Stockholders in all redemption scenarios, (ii) (a) 24,000,000 Public Shares held by Public Shareholders in the No Redemptions Scenario, (b) 18,000,000 Public Shares held by Public Shareholders in the 25% Redemptions Scenario, (c) 12,000,000 Public Shares held by Public Shareholders in the 50% Redemptions Scenario, (d) 6,000,000 Public Shares held by Public Shareholders in the 75% Redemptions

Scenario, and (e) zero Public Shares held by Public Shareholders in the 100% Redemptions Scenario, (iii) the Sponsor’s 6,580,000 shares of PubCo Class A Common Stock (including the Sponsor Earnout Shares which will be issued and outstanding at Closing, and excluding the Surrendered CEPT Shares), and (iv) 22,500,000 shares of PubCo Common stock held by PIPE investors in all redemption scenarios; Excludes (i) 6,250,000 Securitize Earnout Shares that Securitize Common Securityholders will be eligible to receive upon the achievement of certain share prices during the Earnout Period, (ii) 3,829,432 Assumed Warrants and 9,987,617 vested Assumed Options, and (iii) 412,500 Surrendered CEPT Shares in the 75% Redemptions Scenario and 862,500 Surrendered CEPT Shares in the 100% Redemptions Scenario.

(8)      Represents the Base Scenario plus: the issuance of all 6,250,000 Securitize Earnout Shares upon the achievement of certain share prices during the Earnout Period.

(9)      Represents the Base Scenario plus the cash exercise of 3,829,432 Assumed Warrants at an exercise price of $3.25 per warrant and 9,987,617 PubCo Common Stock issuable under the Incentive Plan at various exercise prices ranging from $0.30 to $0.75 per option.

(10)    Represents the Base Scenario plus: (i) the issuance of all 6,250,000 Securitize Earnout Shares and (ii) the cash exercise of 3,829,432 Assumed Warrants at an exercise price of $3.25 per warrant and 9,987,617 PubCo Common Stock issuable under the Incentive Plan at various exercise prices ranging from $0.30 to $0.75 per option.

Q:     What happens if the Business Combination is not consummated?

A:     If CEPT does not complete the Business Combination with Securitize or another business combination by the end of the Combination Period, CEPT must: (i) redeem 100% of the issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (which was approximately $248.8 million as of March 31, 2026, or approximately $10.51 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEPT’s estimate of the amount that may be withdrawn to pay applicable taxes)) divided by the number of Public Shares then outstanding, (ii) cease all operations except for the purpose of winding up, and (iii) subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. For more information about the liquidation process, see “Information About CEPT — Redemption Rights for Public Shareholders upon Completion of the Business Combination — Redemption of Public Shares and Liquidation if no Initial Business Combination.”

Q:     Under what circumstances may the Business Combination Agreement be terminated?

A:     The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination: (i) by mutual written consent of CEPT and Securitize, (ii) by either CEPT or Securitize if any of the conditions to the Business Combination Agreement have not been satisfied or waived by the Outside Date, unless the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the principal cause of the failure of a condition to the Closing on or before the Outside Date, (iii) by either CEPT or Securitize if the Business Combination is permanently prohibited by a final, non-appealable governmental order unless the failure by such party or its affiliates to comply with any provision of the Business Combination Agreement has been a substantial cause of, or substantially resulted in, such action by such governmental authority, (iv) by either CEPT or Securitize if the other party (or, in the case of CEPT, Securitize or PubCo) has breached its representations, warranties or covenants in a manner that would result in a failure of a closing condition under the Business Combination Agreement to be satisfied and such breach is not cured by the breaching party within the applicable cure period; provided that the terminating party is not in material uncured breach of the Business Combination Agreement at the time of termination, (v) by Securitize within ten (10) business days after a Modification in Recommendation (as defined in the Business Combination Agreement), (vi) by CEPT if the Company Written Consent (as defined in the Business Combination Agreement) is at any time terminated, rendered invalid or otherwise no longer in full force and effect, or (vii) by either CEPT or Securitize if CEPT’s shareholders do not approve the Business Combination at the Meeting. For more information, see the section entitled “The Business Combination — Termination and Effects of Termination.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for             , 2026. However, the Meeting could be adjourned, as described above. In addition, the Business Combination Agreement may be terminated by the parties upon the occurrence of certain events. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination — Conditions to the Parties’ Obligations to the Closing.”

Q:     When and where is the Meeting?

A:     The Meeting will be held on             , 2026, at a.m., Eastern Time. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 and virtually over the Internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available at             .

Q:     Can I attend the Meeting in person?

A:     Yes. CEPT Shareholders will be able to attend the Meeting in person at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, 10th Floor, New York, New York 10004 or virtually. You will not be required to attend the Meeting in person in order to vote, and CEPT encourages virtual participation.

Q:     How can I attend the Meeting virtually?

A:     CEPT is pleased to provide access to the Meeting virtually via the Internet through a live webcast and online shareholder tools. CEPT believes a virtual format facilitates shareholder attendance and participation by leveraging technology to allow CEPT to communicate more effectively and efficiently with its shareholders. This format empowers CEPT Shareholders around the world to participate at no cost. CEPT will use the virtual format to enhance shareholder access and participation and protect shareholder rights.

You or your proxyholder will be able to attend and vote at the Meeting by visiting and using a control number assigned by CST. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Meeting. If you do not have a voter control number, you will be able to listen to the Meeting only and you will not be able to vote or submit questions during the Meeting.

Q:     What do I need to do now?

A:     CEPT urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a CEPT Shareholder. CEPT Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your Public Shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a holder of record of CEPT Ordinary Shares on the Record Date, you may vote by submitting your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. In addition, you may be able to vote in person, over the Internet by visiting with the voter control number included on your proxy card or over the phone by dialing a toll-free number at in the United States and Canada or (toll rates apply) from outside the United States and Canada. The passcode for telephone access is             #. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. However, broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals.