Securitize Corp. 8-K

What Happened

• Securitize Corp. (PubCo) filed an 8‑K on July 8, 2026 reporting the closing of its business combination and related governance and securities agreements. The Amended and Restated Certificate of Incorporation and Bylaws became effective July 1, 2026, and CEPT Class A ordinary shares ceased trading on Nasdaq on July 2, 2026.
• On the Closing Date PubCo entered into several material agreements: (1) Lock‑Up Agreements with certain Securitize stockholders (a form is attached as Exhibit 10.2), (2) an Amended and Restated Registration Rights Agreement (Exhibit 10.3), and (3) indemnification agreements with its directors and executive officers (Exhibit 10.4). An addendum dated July 8, 2026 clarifies the lock‑up does not apply to PubCo shares that Lock‑Up Parties acquired by purchasing CEPT Class A shares in the open market or in the PIPE before the Effective Time and that were exchanged for PubCo common stock.

Key Details

• Approximately 38.2% of outstanding PubCo common stock (as of July 7, 2026) is subject to Lock‑Up Agreements. Holders of 35.2% of outstanding shares would have needed to execute lock‑ups to receive PubCo common stock as merger consideration.
• Following closing, roughly 126 million shares of PubCo common stock are entitled to certain registration rights under the Amended and Restated Registration Rights Agreement.
• Certificate of Incorporation filed (Exhibit 3.1) and Amended and Restated Bylaws adopted effective July 1, 2026 (Exhibit 3.2). A new Code of Business Conduct and Ethics was adopted July 1, 2026 and is posted on Securitize’s website.
• CEPT Class A ordinary shares stopped trading on Nasdaq on July 2, 2026; the filing also discusses issuance/sale of certain unregistered securities in connection with the transaction.

Why It Matters

• The filing confirms the business combination is complete and PubCo is operating under a new charter and bylaws, which defines the company’s governance and legal structure going forward. That matters for shareholders because it affects corporate rights and corporate governance.
• Lock‑up agreements and the registration‑rights package impact share supply and liquidity: lock‑ups restrict immediate insider selling (supporting price stability), while registration rights outline when the roughly 126 million shares can be registered for public resale.
• Indemnification agreements provide contractual protections for PubCo’s directors and officers, which is standard for public companies but relevant to investor assessments of governance and management continuity.
• The Nasdaq delisting/cessation of CEPT Class A trading signals the transition from the SPAC/target share listing to the combined company’s public equity; investors should note which PubCo shares now represent their holdings and review the proxy/prospectus for full details.