Cantor Equity Partners II, Inc.

false 0002034269 0002034269 2026-06-29 2026-06-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2026 Cantor Equity Partners II, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-42630 98-1576521 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 110 East 59th Street New York , NY 10022 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: ( 212 ) 938-5000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A ordinary shares, par value $0.0001 per share CEPT The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ 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 13(a) of the Exchange Act. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders On June 29, 2026, Cantor Equity Partners II, Inc. (“CEPT”) held an extraordinary general meeting of its shareholders (the “Meeting”) at which the following proposals were submitted to a vote of CEPT shareholders (“CEPT Shareholders”). The proposals listed below are described in more detail in CEPT’s definitive proxy statement filed with the Securities and Exchange Commission on June 5, 2026 (the “Definitive Proxy Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Definitive Proxy Statement. Only CEPT Shareholders of record as of the close of business on May 11, 2026, the record date for the Meeting, were entitled to vote at the Meeting. As of the record date, 30,580,000 ordinary shares of CEPT were issued and outstanding and entitled to vote at the Meeting. The final voting results for each matter submitted to a vote of CEPT Shareholders at the Meeting are as follows: Proposal 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 (a) CEPT will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving entity (the “CEPT Merger”), and (b) 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 together with the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements, the “Business Combination”). For Against Abstain 12,432,037 2,151,147 197,157 Proposal 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 into 500,000,000 ordinary shares of a nominal or par value of $0.0001 each. For Against Abstain 12,429,545 2,153,308 197,488 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 Form of Certificate of Incorporation of PubCo (the “PubCo Charter”) and the Amended and Restated Bylaws of PubCo (the “PubCo Bylaws”), specifically to approve that: Proposal A : the PubCo board of directors be divided into three classes, Class I, Class II and Class III, with each class being up for election on a rolling three-year basis, subject to an initial phase-in period. For Against Abstain 12,096,193 2,627,521 56,627 1 Proposal B : the PubCo board of directors be 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). For Against Abstain 12,095,697 2,627,688 56,956 Proposal C : a special meeting of shareholders may only be called by either the PubCo board of directors or by the Chair of the PubCo board of directors. For Against Abstain 12,093,165 2,630,043 57,133 Proposal D : a majority of the PubCo board of directors shall constitute a quorum at any meeting of the PubCo board of directors and the act of a majority of the directors present at a meeting at which a quorum is present shall be an act of the PubCo board of directors. For Against Abstain 14,771,781 3,383 5,177 Proposal E : PubCo must give written notice to shareholders entitled to attend and vote at a meeting at least ten (10) days and not more than sixty (60) days prior to the general meeting of holders of PubCo common stock. For Against Abstain 14,774,416 1,148 4,777 Proposal F : the PubCo Charter will provide for exclusive forum provisions. For Against Abstain 12,146,918 2,625,709 7,714 Proposal 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, and (b) up to 22,500,000 CEPT Class A Ordinary Shares issuable to certain investors upon consummation of a private placement immediately prior to the CEPT Merger, 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, a