Cantor Equity Partners II, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ SCHEDULE 14A _____________________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a -12 Cantor Equity Partners II, Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 . Table of Contents 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 June 29, 2026. The Meeting will be held at the offices of Hughes Hubbard & Reed LLP at One Battery Park Plaza, 10 th 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 https://www.cstproxy.com/cantorequitypartnersii/2026 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. Table of Contents 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) t