Cantor Equity Partners II, Inc. 8-K

What Happened Cantor Equity Partners II, Inc. (CEPT) filed an 8‑K reporting that it consummated a business combination on July 1, 2026. As part of the transaction CEPT merged with and into CEPT Merger Sub (which became the surviving company and a wholly owned subsidiary of the combined public company, “Pubco”). CEPT notified Nasdaq on July 1, 2026 and requested suspension of trading of CEPT’s Class A ordinary shares effective July 2, 2026 and that Nasdaq file Form 25 to delist those shares. CEPT also intends to file a Form 15 to deregister the CEPT Ordinary Shares and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act. Pubco’s common stock began trading on the New York Stock Exchange under the ticker SECZ on July 2, 2026.

Key Details

• PIPE financing: On October 27, 2025, subscription agreements were signed for 22,500,000 CEPT Class A shares at $10.00/share ($225.0M); 19,735,000 shares were issued for $197.0M in proceeds, consummated immediately prior to the merger.
• Delisting/deregistration steps: Nasdaq trading suspension requested effective July 2, 2026; Form 25 to delist and planned Form 15 to deregister and suspend SEC reporting.
• Change in control and leadership: CEPT merged into CEPT Merger Sub (surviving subsidiary of Pubco). Brandon G. Lutnick (Chairman & CEO) and Jane Novak (CFO) ceased their CEPT officer roles; directors Danny H. Salinas, Robert G. Sharp, Louis Zurita and Dr. Mukesh Prasad also ceased to be directors.
• Trading status: Pubco common stock began trading on the NYSE under ticker “SECZ” on July 2, 2026.

Why It Matters This 8‑K documents a completed merger that changes CEPT’s corporate and reporting status: CEPT’s Class A ordinary shares are being removed from Nasdaq and CEPT plans to deregister, which will end its SEC reporting obligations. The PIPE provided substantial equity financing (approximately $197M issued) to support the combined company. Leadership and board departures at CEPT were formalized, and the combined public company is now trading on the NYSE as SECZ. Investors should note the delisting/deregistration steps and review any communications from Pubco about the treatment of former CEPT shares and ongoing shareholder rights.