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Securitize Clears SEC Registration Hurdle, Eyes NYSE Debut as SECZ

The tokenization firm's S-4 approval sets a June 29 shareholder vote and a public listing built on a dual-rail model that would run blockchain and conventional equity settlement simultaneously for the same security, a structure that could reshape institutional access to tokenized markets.

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The U.S. Securities and Exchange Commission declared effective the Form S-4 registration statement for Securitize Holdings, Inc. on June 5, 2026, clearing a key regulatory hurdle before the company merges with Cantor Equity Partners II (Nasdaq: CEPT), a blank-check firm sponsored by a Cantor Fitzgerald affiliate, and lists on the New York Stock Exchange under the ticker SECZ.

Securitize, the leading infrastructure provider for real-world asset (RWA) tokenization in the United States, is taking the SPAC route to public markets rather than a traditional IPO. The S-4 is the combined prospectus and proxy document that allows shareholders to vote on the deal. Securitize and Cantor Equity Partners II signed their business combination agreement in late October 2025.

Shareholders of record as of May 11 will vote at a special meeting scheduled for June 29. If the deal passes, the combined company will operate as Securitize Corp. The transaction values Securitize at roughly $1.25 billion before the merger closes. Cantor Equity Partners II holds approximately $244 million in its SPAC trust, and total gross proceeds are expected to reach around $465 million assuming no investor redemptions. That capital injection would significantly expand Securitize's balance sheet as it competes for institutional tokenization contracts in a market that grew from approximately $23 billion in late 2025 to roughly $31 billion by March 2026.

Tokenizing Its Own Stock

Among the most notable details in the deal is Securitize's stated plan to tokenize its own publicly listed equity at launch.

CEO Carlos Domingo described the structure in a filing with the SEC: "We're going to tokenize our own equity using our own transfer agent and platform to have native equities that sit in traditional rails within the DTCC that trade and settle in traditional markets, and then the tokenized version of the same equity that sits on blockchain rails."

The DTCC (Depository Trust and Clearing Corporation) handles conventional share settlement in the U.S. The dual-rail model would run both systems simultaneously for the same security. Domingo called it "an experiment that is going to showcase to people the advantages of the new tech and slowly how markets are going to be migrating to these new rails."

If executed at scale, SECZ would offer blockchain-native settlement alongside conventional brokerage access, turning the listing itself into a live product demonstration.

Institutional Footprint

Securitize currently manages over $4 billion in assets across its tokenization platform and holds SEC registrations as a transfer agent, broker-dealer, and alternative trading system.

Its highest-profile partnership is with BlackRock, for which it serves as transfer agent and tokenization platform for the USD Institutional Digital Liquidity Fund, known as BUIDL. That fund reported roughly $2.3 to $2.5 billion in assets under management as of early 2026, ranking it at that time as the world's largest tokenized fund, and it operates across Ethereum, Avalanche, BNB Chain, Arbitrum, Aptos, Optimism, and Polygon.

Securitize also handles tokenized feeder fund access for KKR private equity products, has worked directly with the NYSE on tokenized securities infrastructure, and holds a partnership with Computershare for issuer-sponsored tokenized shares. Recent integrations into the tokenized securities ecosystem also include Jump Trading and Jupiter, partnerships of particular relevance to crypto-native institutional participants.

Outside the U.S., the company operates under an authorized investment firm license in Europe and participates in the EU's DLT Pilot Regime, a regulatory trial framework for distributed ledger-based securities.

"This marks another important milestone for Securitize and for the broader institutional adoption of tokenization," Domingo said in the announcement accompanying the S-4 effectiveness declaration.

What the Listing Means Outside the U.S.

The dual-rail structure carries particular significance for investors in markets where access to U.S. equities and dollar-denominated assets is limited by brokerage infrastructure, currency controls, or regulatory restrictions. Tokenized versions of securities can theoretically be purchased, traded, and settled around the clock without routing through intermediaries that are often unavailable or prohibitively expensive in markets across South Asia and sub-Saharan Africa.

India's financial regulator SEBI has been studying a framework for security token offerings, and GIFT City in Gujarat has attracted several international tokenization platforms as a sandbox environment. Pakistan and other markets across South Asia have been tracking similar frameworks closely. A publicly listed, dual-rail U.S. equity could create pressure for clearer regulatory guidance across the region, particularly if GIFT City-registered institutions gain access to tokenized SECZ shares.

Across Africa, structural barriers to global capital markets remain significant. BlackRock's BUIDL expansion to BNB Chain is already relevant to this region given BNB Chain's wide retail adoption in sub-Saharan Africa. A well-capitalized, publicly accountable Securitize would add regulatory credibility to RWA platforms targeting institutional players in South Africa, Nigeria, and Kenya, all of which are watching U.S. regulatory signals closely. Securitize's EU DLT Pilot Regime authorization also matters for markets with EU-adjacent regulatory models, including parts of Francophone Africa, where that framework serves as a reference point for domestic securities regulators.

Quarterly disclosure requirements that come with a public listing will also give developers, regulators, and institutional allocators outside the U.S. a level of transparency into the RWA tokenization business model that currently does not exist for private companies in the space. Developers building DeFi protocols that use BUIDL as collateral stand to benefit directly from Securitize's expanded capitalization and the geographic reach a successful listing could enable.

What Comes Next

The June 29 shareholder vote is the immediate checkpoint. If CEPT investors approve the merger, the deal is expected to close shortly afterward and trading on the NYSE as SECZ would begin.

The broader RWA market is projected by some research firms to reach between $10 trillion and $16 trillion by 2030, and a listed Securitize would enter public markets as the most directly exposed public company to that thesis.