{"filing":{"accession_number":"0001213900-26-076444","cik":"0002094496","ticker":"SECZ","company_name":"Securitize Corp.","form":"8-K","filing_date":"2026-07-08","report_date":null,"primary_document":"ea0297239-8k_securitize.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2094496/000121390026076444/ea0297239-8k_securitize.htm"},"events":[{"id":17157,"run_id":15351,"accession_number":"0001213900-26-076444","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Securitize, Inc. completed a business combination with CEPT (a shell company) on July 1, 2026, resulting in a publicly traded combined entity trading on NYSE under ticker 'SECZ.' The transaction involved entry into material definitive agreements (lock-up, registration rights, and indemnification agreements), a reverse recapitalization with a change of control, and material modifications to security holders' rights through an amended and restated certificate of incorporation.","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15499,"accession_number":"0001213900-26-076444","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 1.01 discloses entry into material definitive agreements in connection with a completed business combination between Securitize and CEPT. The filing describes lock-up agreements, registration rights agreements, and indemnification agreements executed on or around the closing date (July 1, 2026), with the combined entity now trading as \"SECZ\" on NYSE. The pro forma financial statements confirm the business combination was completed on July 1, 2026, making this a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15500,"accession_number":"0001213900-26-076444","item_number":"2.01","item_title":"Completion of Acquisition of Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a business combination between CEPT (a shell company) and Securitize, Inc., consummated on July 1, 2026. The filing explicitly states \"The Business Combination was completed on July 1, 2026 (the 'Closing Date')\" and describes the reverse recapitalization transaction resulting in a publicly traded combined entity listed on NYSE under ticker \"SECZ.\" This is a material acquisition/change of control event affecting the registrant's fundamental structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15503,"accession_number":"0001213900-26-076444","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a business combination between CEPT and Securitize, with the combined entity (PubCo) becoming publicly traded on the NYSE under ticker \"SECZ\" on July 1, 2026. The Item 3.03 section describes material modifications to security holders' rights through an amended and restated certificate of incorporation approved at a special meeting. The pro forma financial statements and transaction accounting adjustments confirm this is a reverse recapitalization (material acquisition/change of control). This is a terminal M\u0026A event materially affecting the registrant's capital structure and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15504,"accession_number":"0001213900-26-076444","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses the completion of a business combination between CEPT and Securitize, Inc., resulting in a change of control where CEPT stockholders held approximately 14.5% of the combined entity (PubCo) immediately following the closing on July 1, 2026. The filing references the Business Combination Agreement dated October 27, 2025, and notes that the combined company is now publicly traded on NYSE under ticker \"SECZ.\" This is a material acquisition/merger event that fundamentally restructures the registrant's ownership and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17158,"run_id":15351,"accession_number":"0001213900-26-076444","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"On July 2, 2026, CEPT Class A Ordinary Shares ceased trading on Nasdaq following the completion of the business combination on July 1, 2026, with the combined entity now trading on NYSE under ticker 'SECZ.'","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15501,"accession_number":"0001213900-26-076444","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The Item 3.01 disclosure states that \"On July 2, CEPT Class A Ordinary Share ceased trading on Nasdaq.\" This is a delisting event—the transfer of listing from Nasdaq to NYSE under the new ticker \"SECZ\" following the business combination closing on July 1, 2026. While the supplemental pro forma exhibits show the combined entity will trade on NYSE, the core Item 3.01 event is the cessation of trading on Nasdaq, which constitutes a delisting or transfer of listing under the Item 3.01 category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":17159,"run_id":15351,"accession_number":"0001213900-26-076444","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"In connection with the business combination, the registrant completed unregistered sales of equity securities through Subscription Agreements and a PIPE financing relying on Section 4(a)(2) exemption, raising approximately $188 million in cash and materially diluting existing shareholders.","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08","form":"8-K","submitted_at":null,"items":[{"id":15502,"accession_number":"0001213900-26-076444","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in connection with Subscription Agreements and a PIPE financing, relying on Section 4(a)(2) exemption from Securities Act registration. The pro forma financial statements show the PIPE investment added approximately $188 million in cash and related equity adjustments, representing a material dilutive capital raise for the combined entity following the business combination with CEPT.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15499,"accession_number":"0001213900-26-076444","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 1.01 discloses entry into material definitive agreements in connection with a completed business combination between Securitize and CEPT. The filing describes lock-up agreements, registration rights agreements, and indemnification agreements executed on or around the closing date (July 1, 2026), with the combined entity now trading as \"SECZ\" on NYSE. The pro forma financial statements confirm the business combination was completed on July 1, 2026, making this a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08"},{"id":15500,"accession_number":"0001213900-26-076444","item_number":"2.01","item_title":"Completion of Acquisition of Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a business combination between CEPT (a shell company) and Securitize, Inc., consummated on July 1, 2026. The filing explicitly states \"The Business Combination was completed on July 1, 2026 (the 'Closing Date')\" and describes the reverse recapitalization transaction resulting in a publicly traded combined entity listed on NYSE under ticker \"SECZ.\" This is a material acquisition/change of control event affecting the registrant's fundamental structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08"},{"id":15501,"accession_number":"0001213900-26-076444","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The Item 3.01 disclosure states that \"On July 2, CEPT Class A Ordinary Share ceased trading on Nasdaq.\" This is a delisting event—the transfer of listing from Nasdaq to NYSE under the new ticker \"SECZ\" following the business combination closing on July 1, 2026. While the supplemental pro forma exhibits show the combined entity will trade on NYSE, the core Item 3.01 event is the cessation of trading on Nasdaq, which constitutes a delisting or transfer of listing under the Item 3.01 category.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08"},{"id":15502,"accession_number":"0001213900-26-076444","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities in connection with Subscription Agreements and a PIPE financing, relying on Section 4(a)(2) exemption from Securities Act registration. The pro forma financial statements show the PIPE investment added approximately $188 million in cash and related equity adjustments, representing a material dilutive capital raise for the combined entity following the business combination with CEPT.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08"},{"id":15503,"accession_number":"0001213900-26-076444","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a business combination between CEPT and Securitize, with the combined entity (PubCo) becoming publicly traded on the NYSE under ticker \"SECZ\" on July 1, 2026. The Item 3.03 section describes material modifications to security holders' rights through an amended and restated certificate of incorporation approved at a special meeting. The pro forma financial statements and transaction accounting adjustments confirm this is a reverse recapitalization (material acquisition/change of control). This is a terminal M\u0026A event materially affecting the registrant's capital structure and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08"},{"id":15504,"accession_number":"0001213900-26-076444","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses the completion of a business combination between CEPT and Securitize, Inc., resulting in a change of control where CEPT stockholders held approximately 14.5% of the combined entity (PubCo) immediately following the closing on July 1, 2026. The filing references the Business Combination Agreement dated October 27, 2025, and notes that the combined company is now publicly traded on NYSE under ticker \"SECZ.\" This is a material acquisition/merger event that fundamentally restructures the registrant's ownership and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-10T12:59:32.099944+00:00","company_name":"Securitize Corp.","ticker":"SECZ","filing_date":"2026-07-08"}]}