Subsequent Events	6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Management has evaluated subsequent events through August 13, 2026, which is the date the financial statements were available to be issued. Consummation of the Business Combination. On July 1, 2026 (the “Closing Date”), the Company, CEPT, Old Securitize, CEPT Merger Sub and Securitize Merger Sub consummated the transactions contemplated by the Merger Agreement, following approval by CEPT’s shareholders at a special meeting held on June 29, 2026. Pursuant to the Merger Agreement, the Business Combination was effected through (i) the merger of CEPT with and into CEPT Merger Sub, with CEPT Merger Sub surviving as a wholly owned subsidiary of the Company, and (ii) the merger of Securitize Merger Sub with and into Old Securitize, with Old Securitize surviving as a wholly owned subsidiary of the Company. On the Closing Date, the Company changed its name from “Securitize Holdings, Inc.” to “Securitize Corp.” Accounting for the Business Combination. The Business Combination has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, CEPT did not meet the definition of a “business” under ASC 805, Business Combinations (“ASC 805”), and is treated as the “acquired” company for financial reporting purposes. Old Securitize was determined to be the accounting acquirer because existing Old Securitize stockholders, as a group, retained the largest portion of the voting rights in the combined entity, the executive officers of PubCo were appointed by Old Securitize, a majority of the board of directors of PubCo was appointed by Old Securitize, Old Securitize represents a significant majority of the operations of PubCo, and the operations of Old Securitize are the continued operations of PubCo. Accordingly, the Business Combination is treated as the equivalent of Old Securitize issuing stock for the net assets of CEPT, accompanied by a recapitalization, and the net assets of CEPT are stated at historical cost. As a result, the historical financial statements of Old Securitize will become the historical financial statements of the Company for periods prior to the Business Combination, and the financial statements of PubCo included in this Quarterly Report on Form 10-Q will not serve as the comparative basis for the Company’s financial statements in future periods. Redemptions. In connection with the special meeting and the Business Combination, holders of 6,842,508 shares of CEPT Class A ordinary shares, or approximately 28.5% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.60 per share, for an aggregate redemption amount of approximately $72.5 million. Merger Consideration. At the effective time of the Merger (the “Effective Time”), each CEPT Class A ordinary share and each CEPT Class B ordinary share was converted into and exchanged for one share of Common Stock. Immediately prior to the Effective Time, (i) each share of Old Securitize preferred stock issued and outstanding was automatically converted into one share of Old Securitize common stock, and (ii) each share of Old Securitize common stock was converted into and exchanged for approximately 4.4439 shares of Common Stock (the “Exchange Ratio”). Outstanding Old Securitize options, warrants, convertible promissory notes and simple agreements for future equity were treated as described in the Super 8-K. No fractional shares of Common Stock were issued; fractional shares were rounded down to the nearest whole share. In addition, the holders of Old Securitize common stock, equity awards and warrants are entitled to receive up to 6,250,000 additional shares of Common Stock (the “Earnout Shares”), issuable in three equal tranches if the volume-weighted average price of the Common Stock exceeds $15.00, $20.00 and $25.00, respectively, in each case for 20 out of any 30 consecutive trading days commencing 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date. Separately, 1,800,000 of the 6,000,000 shares of Common Stock issued to Cantor EP Holdings II, LLC (the “Sponsor”) at the Closing (the “Sponsor Earnout Shares”) are issued and outstanding but remain subject to vesting, potential forfeiture and related transfer restrictions, and will vest in three equal tranches if the volume-weighted average price of the Common Stock exceeds $12.50, $15.00 and $17.50, respectively, over the same measurement periods. The Earnout Shares are not included in, and the Sponsor Earnout Shares are included in, the shares of Common Stock outstanding as of the Closing Date described below. The Earnout Shares and the Sponsor Earnout Shares are classified as liabilities measured at fair value, which will be remeasured at each reporting date with changes recognized in earnings. PIPE Investment. On the Closing Date, a number of purchasers subscribed for and purchased an aggregate of 19,782,000 shares of CEPT Class A ordinary shares (subsequently exchanged for shares of Common Stock) at a purchase price of $10.00 per share, for an aggregate purchase price of approximately $197.8 million, pursuant to separate subscription agreements entered into concurrently with the Merger Agreement. Capitalization Following the Business Combination. As of the Closing Date and following the completion of the Business Combination, the Company had outstanding 163,265,685 shares of Common Stock, which excludes (i) up to 6,250,000 Earnout Shares that may be issued upon the achievement of the applicable thresholds; (ii) 16,321,869 shares of Common Stock reserved for issuance pursuant to the Omnibus Incentive Plan and the Employee Stock Purchase Plan; (iii) 3,711,658 shares of Common Stock issuable upon exercise of the warrants assumed from Old Securitize, of which the first tranche of 927,916 such warrants has vested; and (iv) 3,681,510 shares of Common Stock issuable upon exercise of exchanged options and vesting of exchanged restricted stock units. The Company’s Common Stock was held of record by 152 holders as of the Closing Date. Amended and Restated Charter Documents. On July 1, 2026, the Company’s amended and restated certificate of incorporation became effective upon filing with the Secretary of State of the State of Delaware, and the Company’s amended and restated bylaws became effective as of the Effective Time. The amended and restated certificate of incorporation authorizes the issuance of 300,000,000 shares, consisting of 290,000,000 shares of Common Stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share. Listing on the NYSE. In connection with the Business Combination, CEPT requested that The Nasdaq Stock Market LLC (“Nasdaq”) suspend trading of CEPT Class A ordinary shares effective July 2, 2026 and filed a Form 25 to delist such shares, and CEPT Class A ordinary shares ceased trading on Nasdaq effective July 2, 2026. On July 2, 2026, the Company’s Common Stock began trading on the New York Stock Exchange under the trading symbol “SECZ.” Related Agreements. In connection with the Business Combination, on the Closing Date the Company entered into an amended and restated registration rights agreement (pursuant to which holders of approximately 126 million shares of Common Stock became entitled to certain registration rights), lock-up agreements with certain stockholders, and indemnification agreements with each of its directors and executive officers. The lock-up agreements restrict transfers of the covered shares until the date that is 180 days after the Closing Date, subject to early release of one-third of the covered shares if the volume-weighted average price of the Common Stock exceeds $15.00, $17.50 and $20.00, respectively, in each case for 20 out of any 30 consecutive trading days commencing 90 days after the Closing Date. Prior to the Closing, the Company adopted an Omnibus Incentive Plan and an Employee Stock Purchase Plan, each of which became effective upon the Closing, and the board of directors adopted a new Code of Business Conduct and Ethics. On the Closing Date, the Company, Old Securitize and J Digital 6 LLC also entered into a Warrant Assumption and Amendment Agreement in connection with the assumption of the Old Securitize warrants described above. Pursuant to a Sponsor Support Agreement entered into concurrently with the Merger Agreement, the Sponsor agreed to surrender, for no consideration, up to 30% of its CEPT Class B ordinary shares immediately prior to and conditioned upon the Closing, based on a formula taking into account the number of CEPT Class A ordinary shares redeemed and the gross proceeds of the PIPE Investment; no such shares were surrendered upon the Closing. The Sponsor Support Agreement also shortened the lock-up applicable to the shares of Common Stock issued to the Sponsor from one year to 180 days, with one-third of such shares subject to early release if the volume-weighted average price of the Common Stock exceeds $12.50, $15.00 and $17.50, respectively, over the same measurement periods described above. On July 8, 2026, the Company and the Sponsor entered into an addendum to the lock-up agreements clarifying that the transfer restrictions thereunder do not apply to shares of Common Stock received in exchange for CEPT Class A ordinary shares purchased in the open market or in the PIPE Investment prior to the Effective Time. Change in Control. As a result of the completion of the Business Combination, a change in control of CEPT occurred, and the stockholders of CEPT as of immediately prior to the Closing held approximately 14.5% of the outstanding shares of Common Stock immediately following the Closing. A change in control of the Company also occurred, as the Company ceased to be a wholly owned subsidiary of Old Securitize and became a widely held public company. Resale Registration Statement. On July 31, 2026, the Company filed a registration statement on Form S-1 registering the resale of 151,568,524 shares of Common Stock, in satisfaction of its obligations under the subscription agreements governing the PIPE Investment and the amended and restated registration rights agreement described above. Other than as described above, management has determined that there were no other subsequent events that require recognition or disclosure in the financial statements.

Consummation of the Business Combination. On July 1, 2026 (the “Closing Date”), the Company, CEPT, Old Securitize, CEPT Merger Sub and Securitize Merger Sub consummated the transactions contemplated by the Merger Agreement, following approval by CEPT’s shareholders at a special meeting held on June 29, 2026. Pursuant to the Merger Agreement, the Business Combination was effected through (i) the merger of CEPT with and into CEPT Merger Sub, with CEPT Merger Sub surviving as a wholly owned subsidiary of the Company, and (ii) the merger of Securitize Merger Sub with and into Old Securitize, with Old Securitize surviving as a wholly owned subsidiary of the Company. On the Closing Date, the Company changed its name from “Securitize Holdings, Inc.” to “Securitize Corp.”

Accounting for the Business Combination. The Business Combination has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, CEPT did not meet the definition of a “business” under ASC 805, Business Combinations (“ASC 805”), and is treated as the “acquired” company for financial reporting purposes. Old Securitize was determined to be the accounting acquirer because existing Old Securitize stockholders, as a group, retained the largest portion of the voting rights in the combined entity, the executive officers of PubCo were appointed by Old Securitize, a majority of the board of directors of PubCo was appointed by Old Securitize, Old Securitize represents a significant majority of the operations of PubCo, and the operations of Old Securitize are the continued operations of PubCo. Accordingly, the Business Combination is treated as the equivalent of Old Securitize issuing stock for the net assets of CEPT, accompanied by a recapitalization, and the net assets of CEPT are stated at historical cost. As a result, the historical financial statements of Old Securitize will become the historical financial statements of the Company for periods prior to the Business Combination, and the financial statements of PubCo included in this Quarterly Report on Form 10-Q will not serve as the comparative basis for the Company’s financial statements in future periods.

Merger Consideration. At the effective time of the Merger (the “Effective Time”), each CEPT Class A ordinary share and each CEPT Class B ordinary share was converted into and exchanged for one share of Common Stock. Immediately prior to the Effective Time, (i) each share of Old Securitize preferred stock issued and outstanding was automatically converted into one share of Old Securitize common stock, and (ii) each share of Old Securitize common stock was converted into and exchanged for approximately 4.4439 shares of Common Stock (the “Exchange Ratio”). Outstanding Old Securitize options, warrants, convertible promissory notes and simple agreements for future equity were treated as described in the Super 8-K. No fractional shares of Common Stock were issued; fractional shares were rounded down to the nearest whole share. In addition, the holders of Old Securitize common stock, equity awards and warrants are entitled to receive up to 6,250,000 additional shares of Common Stock (the “Earnout Shares”), issuable in three equal tranches if the volume-weighted average price of the Common Stock exceeds $15.00, $20.00 and $25.00, respectively, in each case for 20 out of any 30 consecutive trading days commencing 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date. Separately, 1,800,000 of the 6,000,000 shares of Common Stock issued to Cantor EP Holdings II, LLC (the “Sponsor”) at the Closing (the “Sponsor Earnout Shares”) are issued and outstanding but remain subject to vesting, potential forfeiture and related transfer restrictions, and will vest in three equal tranches if the volume-weighted average price of the Common Stock exceeds $12.50, $15.00 and $17.50, respectively, over the same measurement periods. The Earnout Shares are not included in, and the Sponsor Earnout Shares are included in, the shares of Common Stock outstanding as of the Closing Date described below. The Earnout Shares and the Sponsor Earnout Shares are classified as liabilities measured at fair value, which will be remeasured at each reporting date with changes recognized in earnings.

Capitalization Following the Business Combination. As of the Closing Date and following the completion of the Business Combination, the Company had outstanding 163,265,685 shares of Common Stock, which excludes (i) up to 6,250,000 Earnout Shares that may be issued upon the achievement of the applicable thresholds; (ii) 16,321,869 shares of Common Stock reserved for issuance pursuant to the Omnibus Incentive Plan and the Employee Stock Purchase Plan; (iii) 3,711,658 shares of Common Stock issuable upon exercise of the warrants assumed from Old Securitize, of which the first tranche of 927,916 such warrants has vested; and (iv) 3,681,510 shares of Common Stock issuable upon exercise of exchanged options and vesting of exchanged restricted stock units. The Company’s Common Stock was held of record by 152 holders as of the Closing Date.

Amended and Restated Charter Documents. On July 1, 2026, the Company’s amended and restated certificate of incorporation became effective upon filing with the Secretary of State of the State of Delaware, and the Company’s amended and restated bylaws became effective as of the Effective Time. The amended and restated certificate of incorporation authorizes the issuance of 300,000,000 shares, consisting of 290,000,000 shares of Common Stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share.

Related Agreements. In connection with the Business Combination, on the Closing Date the Company entered into an amended and restated registration rights agreement (pursuant to which holders of approximately 126 million shares of Common Stock became entitled to certain registration rights), lock-up agreements with certain stockholders, and indemnification agreements with each of its directors and executive officers. The lock-up agreements restrict transfers of the covered shares until the date that is 180 days after the Closing Date, subject to early release of one-third of the covered shares if the volume-weighted average price of the Common Stock exceeds $15.00, $17.50 and $20.00, respectively, in each case for 20 out of any 30 consecutive trading days commencing 90 days after the Closing Date. Prior to the Closing, the Company adopted an Omnibus Incentive Plan and an Employee Stock Purchase Plan, each of which became effective upon the Closing, and the board of directors adopted a new Code of Business Conduct and Ethics. On the Closing Date, the Company, Old Securitize and J Digital 6 LLC also entered into a Warrant Assumption and Amendment Agreement in connection with the assumption of the Old Securitize warrants described above. Pursuant to a Sponsor Support Agreement entered into concurrently with the Merger Agreement, the Sponsor agreed to surrender, for no consideration, up to 30% of its CEPT Class B ordinary shares immediately prior to and conditioned upon the Closing, based on a formula taking into account the number of CEPT Class A ordinary shares redeemed and the gross proceeds of the PIPE Investment; no such shares were surrendered upon the Closing. The Sponsor Support Agreement also shortened the lock-up applicable to the shares of Common Stock issued to the Sponsor from one year to 180 days, with one-third of such shares subject to early release if the volume-weighted average price of the Common Stock exceeds $12.50, $15.00 and $17.50, respectively, over the same measurement periods described above. On July 8, 2026, the Company and the Sponsor entered into an addendum to the lock-up agreements clarifying that the transfer restrictions thereunder do not apply to shares of Common Stock received in exchange for CEPT Class A ordinary shares purchased in the open market or in the PIPE Investment prior to the Effective Time.