v3.26.1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
Business Combination
Business Combination
Consistent with its purpose of facilitating future corporate structuring and financing transactions, on October 27, 2025, the Company, Old Securitize, Cantor Equity Partners II, Inc. (“CEPT”), a special purpose acquisition company, and certain merger subsidiaries entered into a Business Combination Agreement (the “Business Combination Agreement” or the “Merger Agreement”) to effect a business combination between CEPT and Old Securitize (the “Business Combination”).
The Business Combination was structured to be completed through a series of transactions, including (i) the merger of CEPT with and into Pinecrest Merger Sub, a wholly owned subsidiary of the Company (“CEPT Merger Sub”), with CEPT Merger Sub surviving as a wholly owned subsidiary of the Company, and (ii) a subsequent merger of Senna Merger Sub, Inc., a wholly owned subsidiary of CEPT (“Securitize Merger Sub”), with and into Old Securitize, with Old Securitize continuing as the surviving entity and becoming a wholly owned subsidiary of the Company. Upon completion of these transactions, the Company would become the publicly traded parent company of Old Securitize.
In connection with the Business Combination, certain investors agreed to subscribe for shares of common stock in a private placement (the “PIPE Investment”), subject to the terms and conditions of the applicable subscription agreements, dated as of October 27, 2025. The PIPE Investment was funded on the Closing Date, at which time the subscribers purchased an aggregate of 19,782,000 CEPT Class A ordinary shares (the “PIPE Shares”), which were subsequently exchanged for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $10.00 per share, for an aggregate purchase price of approximately $197.8 million. See Note 5 — Subsequent Events.
As of June 30, 2026, CEPT’s shareholders had approved the Business Combination at a special meeting held on June 29, 2026, and the consummation of the Business Combination remained subject to the satisfaction or waiver of the remaining customary closing conditions. The Business Combination was subsequently consummated on July 1, 2026.
Basis of Presentation
Basis of Presentation
The accompanying financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC applicable to interim financial information. In the opinion of management, the financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position as of the dates presented, and the results of any interim period are not necessarily indicative of the results to be expected for the full fiscal year. Separate statements of operations and cash flows have not been presented in the financial statements because the Company has not commenced operations and there were no activities in the Company during the six months ended June 30, 2026 other than those incidental to its formation and the matters contemplated by the Merger Agreement
Judgements and Estimates
Judgments and Estimates
The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates.
Petty Cash
Petty Cash
Petty cash consists of cash on hand. The Company does not maintain a bank account.
Organizational and Offering Costs
Organizational and Offering Costs
Any organizational costs related to the incorporation of the Company have been paid by Old Securitize on behalf of the Company and recorded as an expense of Old Securitize.
Organizational costs, including legal fees, registration fees, and other costs related to the formation of the Company, will be expensed as incurred in accordance with applicable accounting standards. Offering costs, such as legal, accounting, and printing fees directly associated with the issuance of equity or debt securities, will be deferred and offset against the proceeds of the related offering.
Related Party Transactions
Related Party Transactions
Old Securitize is the sole owner of the Company. Any organizational costs incurred in connection with the formation of the Company have been and will continue to be paid by Old Securitize on behalf of the Company, if applicable. Accordingly, such payments, if made, would represent related party transactions.