Cantor Equity Partners II, Inc. 8-K

What Happened

• Cantor Equity Partners II, Inc. (CEPT) held an extraordinary general meeting of shareholders (record date May 11, 2026) and announced approval of the Business Combination Agreement with Securitize, Inc. and related transactions. Proposal 1 (adopt Business Combination Agreement) passed (For: 12,432,037; Against: 2,151,147; Abstain: 197,157). Proposal 2 (approve the CEPT merger and related charter amendments) also passed (For: 12,429,545; Against: 2,153,308; Abstain: 197,488).
• CEPT reported that shareholders redeemed 6,842,508 CEPT Class A ordinary shares for cash from CEPT’s trust account, reducing the trust by approximately $72.5 million (about $10.60 per share, inclusive of a $0.15 per-share sponsor contribution). After redemptions, CEPT will have 17,157,492 Public Shares outstanding.
• CEPT also approved the Nasdaq-related issuance proposal (Proposal 4) needed to comply with Nasdaq Rule 5635 (For: 12,412,513; Against: 2,363,735; Abstain: 4,093), and shareholders voted on non-binding advisory organizational document items comparing CEPT and PubCo governance.

Key Details

• Total shares outstanding at the record date: 30,580,000 ordinary shares.
• Redemption: 6,842,508 Class A shares redeemed for ~ $72.5 million from the trust account (~$10.60/share including sponsor funding).
• Post-redemption public float reported: 17,157,492 Public Shares outstanding.
• Nasdaq/issuance approvals include authorization for large issuances in connection with closing (e.g., up to ~156.7 million PubCo shares in the mergers and other issuances tied to the Incentive Plan, ESPP and certain warrants).

Why It Matters

• The shareholder approvals clear key steps toward completing the SPAC business combination that will merge CEPT into a SPAC Merger Sub and combine Securitize into the surviving company (PubCo/Securitize), subject to satisfaction or waiver of remaining closing conditions. If completed, this is the mechanism for Securitize to become a public company via the merger.
• Redemptions removed significant cash from CEPT’s trust account and reduced the number of public shares, which affects the pro forma cash available at closing and the public float investors should expect post-closing.
• The Nasdaq-related approvals and governance votes are necessary for listing and post-merger corporate structure; the filing reiterates many forward-looking risk factors (completion timing, regulatory and market risks, potential impact on listing) that investors should review in the Definitive Proxy Statement and related SEC filings.