Securitize Corp 2026年季度报告

OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________Commission file number 001-43379 SECURITIZE CORP. (I.R.S. Employer Identification No.) 78 SW 7th Street, Suite 500Miami, FL 33130(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (646) 918-5012Securitize Holdings, Inc.(Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐ Non-accelerated filer☒Smaller reporting company☒ 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 standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ As of August 13, 2026, a total of 163,265,685 shares of the Registrant’s common stock, par value $0.0001 per share, were issued and outstanding. EXPLANATORY NOTE Unless otherwise stated or unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “PubCo,” the “Company,” “we,” “us,” and “our” refer to Securitize Holdings, Inc., aDelaware corporation, with respect to periods prior to the consummation of the Business Combination described below, and to Securitize Corp. (f/k/a Securitize Holdings, Inc.), which is the sameDelaware corporation following its renaming on the Closing Date, with respect to periods following such consummation. References to “Old Securitize” refer to Securitize I, Inc. (f/k/a Securitize, Inc.),a Delaware corporation, which was PubCo’s sole stockholder prior to the Business Combination and which became a wholly owned subsidiary of the Company upon the consummation of the BusinessCombination. PubCo and Old Securitize are, and at all times have been, separate legal entities. PubCo was incorporated in Delaware on October 17, 2025 as a wholly owned holding company of Old Securitize and was formed for the purpose of facilitating future corporate structuring and financingtransactions, including a business combination transaction (the “Business Combination”) among PubCo, Old Securitize, Cantor Equity Partners II, Inc., a Cayman Islands exempted company and specialpurpose acquisition company (“CEPT”), and certain merger subsidiaries, pursuant to that certain Business Combination Agreement, dated as of October 27, 2025 (the “Merger Agreement”), by andamong PubCo, Old Securitize, CEPT, Pinecrest Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of PubCo (designated “SPAC Merger Sub” in the Merger Agreementand referred to herein as “CEPT Merger Sub”), and Senna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CEPT (designated “Company Merger Sub” in the MergerAgreement and referred to herein as “Securitize Merger Sub”). As of June 30, 2026, PubCo was a wholly owned subsidiary of Old Securitize and had not commenced operations. The Business Combination was consummated on July 1, 2026 (the “Closing Date”), following approval by CEPT’s shareholders at a special meeting held on June 29, 2026, through (i) the merger ofCEPT with and into CEPT Merger Sub, with CEPT Merger Sub surviving as a wholly owned subsidiary of PubCo, and (ii) the merger of Securitize Merger Sub with and into Old Securitize, with OldSecuritize surviving as a wholly owned subsidiary of PubCo. On the Closing Date, PubCo changed its name to “Securitize Corp.” This Quarterly Report on Form 10-Q is being filed with respect to the quarterly period ended June 30, 2026, which was before the consummation of the Business Combination. Accordingly, thedisclosures herein, including the financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations, describe the financial condition and nominalcapitalization of PubCo prior to the completion of the Business Combination. As of June 30, 2026, and prior to the completion of the Business Combination, PubCo had no operations other than thoseincidental to its formation and matters contemplated by the Merger Agreement, and only nominal capitalization. Concurrently with the filing of this Quarterly Report on Form 10-Q, the Company will file Amendment No. 1 to its Current Report on Form 8-K, initially filed with the SEC on July 8, 2026 (the “Form8-K/A”). The Form 8-K/A will include (i) the unaudited condensed consolidated financial statements of Old Securitize as of June 30, 2026 and December 31, 2025 and for the three and six monthsended June 30, 2026 and 2025