Securitize Corp美股招股说明书(2026-08-13版)

Up to 151,568,524Shares of Common Stock This prospectus supplement supplements the prospectus dated August 7, 2026 (the “Prospectus”), which forms a part of ourregistration statement on Form S-1 (No. 333-297848). This prospectus supplement is being filed to update and supplement theinformation in the Prospectus with the information contained in our amendment to current report on Form 8-K, filed with theSecurities and Exchange Commission on August 13, 2026 (the “Amendment to Current Report”). Accordingly, we have attached theAmendment to Current Report to this prospectus supplement. The selling stockholders named in the 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 the Prospectus does not mean that theSelling Stockholders will offer or sell any of the shares of Securitize Common Stock. Securitize Common Stock is listed on NewYork Stock Exchange under the symbol “SECZ.” On August 12, 2026, the lastreported sales price of Securitize Common Stock was $7.86 per share. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. Ifthere is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on theinformation in this prospectus supplement. 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 page 16 of the Prospectus, and under similar headingsin any amendment or supplements to the Prospectus, including this prospectus supplement. 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 prospectussupplement. Any representation to the contrary isa criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): July 8, 2026 SECURITIZE CORP.(Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrantunder 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)) Securities registered pursuant to Section 12(b) of the Act: The New York Stock Exchange 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Introductory Note On July 8, 2026, Securitize Corp., a Delaware corporation (formerly known as Securitize Holdings, Inc.) (the “Company” or“PubCo”), filed a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of its previouslyannounced business combination contemplated by that certain Business Combination Agreement, dated October 27, 2025 (the“Merger Agreement”), by and among Cantor Equity Partners II, Inc., a Cayman Islands exempted company (“CEPT”), Securitize,Inc., a Delaware corporation (“Securitize”), Securitize Holdings, Inc., a Delaware corporation, Pinecrest Merger Sub, a CaymanIslands exempted company and a wholly owned subsidiary of PubCo, and Senna Merger Sub, Inc., a Delaware corporation and awholly owned subsidiary of CEPT (the transactions contemplated thereby, the “Business Combination”). The Business Combinationwas consummated on July 1, 2026 (the “Closing Date”), and on the Closing Date PubCo changed its name to Securitize Corp. This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed to amend and supplement Item 9.01 of the OriginalForm 8-K