Organization and Nature of Business |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Nature of Business | Organization and Nature of Business Nature of Business and Operations Securitize Holdings, Inc. (the “Company”) was incorporated in Delaware on October 17, 2025, as a wholly owned holding company of Securitize I, Inc. (f/k/a Securitize, Inc.) (“Old Securitize”). The Company was formed for the purpose of facilitating future corporate structuring and financing transactions. As of June 30, 2026, the Company had no operations other than its formation, the issuance of 10,000 shares of common stock to Old Securitize for total cash consideration of $1, and matters incidental to the Business Combination described below. 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. See Note 5 – Subsequent Events for a discussion of the consummation of the Business Combination.
|