Securitize Corp美股招股说明书(2026-08-07版)

Up to 151,568,524Shares of Common Stock The selling stockholders named in this prospectus (the “Selling Stockholders”) may offer and sell from time to time up to151,568,524 shares of our common stock, par value $0.0001 per share (the “Securitize Common Stock”), pursuant to variousregistration rights held by the Selling Stockholders. Our registration of the securities covered by this prospectus does not mean that theSelling Stockholders will offer or sell any of the shares of Securitize Common Stock. The Selling Stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of theSecuritize Common Stock. We will bear all costs, expenses and fees in connection with the registration of these securities, includingwith regard to compliance with state securities or “blue sky” laws. The Selling Stockholders will bear all commissions and discounts,if any, attributable to their sale of Securitize Common Stock. See “Plan of Distribution.” Securitize Common Stock is listed on NewYork Stock Exchange under the symbol “SECZ.” On August 6, 2026, the last reportedsales price of Securitize Common Stock was $7.19 per share. We are an “emerging growth company” under federal securities laws and are subject to reduced public companyreporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties described under the heading “Risk Factors” beginning on page16of this prospectus, and under similar headingsin any amendment or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus isAugust 7, 2026. TABLE OF CONTENTS About This ProspectusMarket, Industry and Other DataTrademarksCertain Defined TermsCautionary NoteRegarding Forward-Looking StatementsSummary of the ProspectusThe OfferingRisk FactorsUse of ProceedsMarket Price of Our SecuritiesUnaudited Pro Forma Condensed Combined Financial InformationManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusinessManagementExecutive and Director CompensationDescription of SecuritiesShares Eligible for Future SaleBeneficial Ownership of SecuritiesSelling StockholdersCertain Relationships and Related Party TransactionsMaterial United StatesFederal Income Tax ConsequencesPlan of DistributionLegal MattersExpertsChange in Registrant's Certifying AccountantWhere You Can Find More InformationIndex to Financial Statements No one has been authorized to provide you with information that is different from that contained in this prospectus. Thisprospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in thisprospectus is accurate as of any date other than that date. For investors outside the UnitedStates: We have not done anything that would permit this offering or possession or distribution ofthis prospectus in any jurisdiction where action for that purpose is required, other than in the UnitedStates. You are required to informyourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the“SEC”) using the “shelf” registration process. Under the shelf registration process, the Selling Stockholders may, from time to time,sell the securities offered by them described in this prospectus through any means described in the section titled “Plan of Distribution.”We will not receive any proceeds from the sale by such Selling Stockholders of the securities offered by them described in thisprospectus. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, orupdate or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modifiedor superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effectiveamendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectusonly as so modified, and any statement so superseded will not be deemed to constitute a part of this prospectus. You should read boththis prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with theadditional information to which we refer you in the section of this prospectus titled “Where You Can Find More Information.” MARKET, INDUS