Slides
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NOVEMBER 2025
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2 DisclosuresThispresentationandtheinformationcontainedhereinareforinformationalpurposesonlyandarenotaproxystatementorsolicitationofaproxy,consentorauthorizationwithrespecttoanysecuritiesorinrespectoftheproposedtransactionsandshallnotconstituteanoffertosellorexchange,orasolicitationofanoffertobuyorexchangeanysecurities,norshalltherebeanysaleofanysuchsecuritiesinanystateorjurisdictioninwhichsuchoffer,solicitation,saleorexchangewouldbeunlawfulpriortoregistrationorqualificationunderthesecuritieslawsofsuchstateorjurisdiction.Inconnectionwiththeproposedtransactions,aregistrationstatementonFormS-4willbefiledwiththeSECthatwillincludeaprospectuswithrespecttocertainofthesecuritiestobeissuedinconnectionwiththeproposedtransactionsandaproxystatementwithrespecttotheshareholdermeetingofCantorEquityPartnersII,Inc.(“CEPT”)tovoteontheproposedtransactions.ShareholdersofCEPTandotherinterestedpersonsareencouragedtoread,whenavailable,thepreliminaryproxystatement/prospectusaswellasotherdocumentstobefiledwiththeSEC.
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3 Securitize Management Team © 2025 Securitize Joe NikolsonCEO & CCO,Securitize Markets25+ years experience in capital markets, electronic trading and market structure; ex-Coinbase, ex-Anchorage Digital Jorge SernaC-3PO(CPO & CTO)15+ years of experience leading teams and creating software.Telefónica R&D Chongwu DuChief of Staff &Head of StrategyInterdisciplinary background in asset management, venture investing, crypto and law; ex-J.P. Morgan Francisco FloresChief FinancialOfficer20+ years international experience. CFO, Head of FPA & SVP of Strategy. HSBC, Accenture, Banistmo and Interacciones Mikhail DavidyanHead of SecuritizeFund Services20+ years of fund admin experience. Former Theorem Fund Services founder and managing director Billy MillerChief Operating Officer15+ years working alongside public and private companies of all sizes and stages to manage shares/token lifecycle and investors; ex Pacific Stock Transfer Co and Capital Transfer agency 25+ years of experience in innovation and digital transformation. Former CEO of Telefonica R&D and CEO of New Business and Innovation at Telefonica Digital. CEO, board member and investor of multiple startups, PhD in Computer Science. Co-founder & CEO Carlos Domingo
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4 Investment HighlightsA highly trusted tokenization platform with blue-chip institutional partnerships including BlackRock, Apollo, Hamilton Lane, and Van EckPositioned to capture a massive TAM of $19T(1)for tokenization of real world assets including equities, fixed income, alternative assets, and moreComprehensive platform streamlines end-to-end relationship between issuers and investors, covering tokenization, asset servicing, and distributionVertically-integrated and fully-regulated stack includes an SEC-registered transfer agent, broker-dealer, Alternative Trading System (ATS), and fund administrationWidely integrated within the digital asset ecosystem across leading blockchains, custodians, prime brokers, DeFi protocols, and stablecoinsStrong financial performance with accelerating momentum of 9x quarterly revenue growth and positive EBITDASeasoned management team with tenured experts across TradFi, technology and digital assets (1) BCG and Ripple, (June 2025). Possible TAM by 2033.
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5 Tokenization transforms the traditional value chain by digitizing real world assets (RWAs) on blockchains, streamlining issuance and trading while unlocking greater efficiency, transparency and accessibility.Securitize is well positioned at the crossroads between issuers and investors to issue, manage and trade tokenized securities. We’re enabling issuers expanded reach with streamlined capital raising processes while providing investors greater access to private markets, transparency and liquidity. Asset IssuanceLifecycleManagement Secondary Trading Distribution InvestorOnboarding About Tokenization
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6 Securitize at a Glance Securitize Assets Tokenized 2023Q1Q2Q3Q4Q1Q2Q320242025 350% Q1Q4Q2 Aggregated Transaction Monthly Volume(1)($bn) Partnerships with a growing number of leading institutions and applications Highly trusted tokenizationplatform by institutionsEnd-to-End Platform Servicing a Diverse Mix of Asset Classes(2) CAGR +15K investors across all products Note: (1) Represents aggregate volume of investments, redemptions, dividends, and cross chain movements of assets issued by Securitize’s platform. (2) Asset sizes are as of the end of Q3 2025. Q3 Largest tokenized treasury fund~$3bn Largest tokenized equity~$720mm Largest tokenized institutional fund~$400mm Largest tokenized private credit fund~$125mm (in bn) $0.0$0.0$0.0$0.0$0.3$0.4$0.4$0.9$2.1$2.2$4.7 $0.2 $0.2 $0.3 $0.3 $0.6 $0.9 $1.0 $1.3 $2.9 $3.9 $4.6
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7 The Problem The financial services system is built on and relies on antiquated technology Operational InefficienciesLack of TransparencyLimited Accessibility(1) Inefficient Traditional Capital Markets are Ripe for an Upgrade Illiquidity(1) Economic TollsMultiple Intermediaries Note: (1) For Significant Asset Classes
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8 Tokenization is the Next Evolution in Capital Markets 1960 2025 Paper Based Stock Market Computers & Electronic Trading Digital Assets Trading Launches in 1971DTC is born in 1973 Launches in 19941998 Alternative trading systems launched as non-exchange trading venues2012 Jobs ActLaunches in 1992 Tokenization Launches in 2012 Launches in 2015 BCAP token launches in 2017, first tokenized security First tier 1 asset manager to tokenize a fund BUIDL treasury fund launches in 2024 Launches in 2014Launches in 2018 Stablecoins
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9 Significant Momentum for Securitize Since 2024 •June 2024:CEO Carlos Domingo spoke on Tokenization at Congressional hearing with Representative French Hill•January 2025:Paul Atkins, former Securitize Advisor, appointed SEC Chairman•January 2025: Executive Orders on digital assets & fintech and SEC Crypto Task Force created for regulatory clarity•May 2025: SEC affirmed blockchain use for Master Securityholder Files and Broker-Dealer custody of tokenized securities•July 2025: SEC Chairman Paul Atkins launched “Project Crypto” to support President Trump’s “crypto capital” initiative Regulatory Tailwinds to Crypto SectorEnd-to-End IntegrationsMarquee TradFi and Crypto Investors DeFi Protocols and StablecoinsBlockchains OraclesPrime Brokers / Market Makers CustodiansInteroperability and Web3 Security & Compliance 16 14 12 3 62 Global Financial Institutions Blockchain and Crypto Driving liquidity and functionality through deep integrations across the digital asset and TradFi ecosystems.
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Market Opportunity12Who We Are3Growth Strategy4Financials
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11 Traditional Value Chain vs. Tokenized Value Chain Settlement Tokenized OriginationDistributionTradingClearing Costly and restrictive process handled by investment banks(1) Primary market access only to authorized investors(1) Limited access / liquidity during pre-market or post-market hoursEnsure that involved parties fulfill contractual obligationsTransfer securities from seller to buyer to fulfill contractual obligations Democratizes origination of securities in a digital mannerExpanded distribution access to broader investor base24/7 trading and P2P execution possibleDLT and Blockchain technology clearance and settlement do not require central third parties, both are handled by the technology itself Traditional Source: EY -Tokenization of Assets Report. Notes: (1) For certain asset classes.
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12 Blockchain Based Tokenized Securities Provide a Better Way to Access and Manage Capital Tokenized securities using smart contracts can provide a seamless & automated way to raise capital, manage investors, and improve liquidity. AccessibilityDigitization allows for efficient fractional ownership, drives liquidity for Issuers and Investors, and increases accessibility Liquidity•Access to global markets 24/7/365•Instant Settlement •P2P transfers Operational EfficienciesProgrammable: Self-executing investor & issuer rights (dividends, redemptions, transfers, buybacks, etc.…) TransparencyProviding more direct and certain ownership to Investors, auditable and traceable from a cryptographically secure ledger Fewer Economic TollsBuilt-in global regulatory compliance coded into the token and protocol levels reduces the economic toll No IntermediariesEliminate friction and middlemen, and facilitates faster settlement
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13 ➔Brings global finance onchain and enables digital representations of traditional investments ➔Embedded smart contracts with automated workflows to reduce costs, settlement risks and operational errors while enabling T+0 or instantaneous settlement ➔Unlocks features and utilities not possible on traditional rails ➔Allows for fractional ownership ➔Reduces friction in trading and regulatory processes with built-in programmable compliance BENEFITS OF TOKENIZATIONGlobal Financial Markets are Ripe for Tokenization Market Readiness for Tokenization Source: (1) ICMA, (March 2020). (2) Statistica, (May 2024). (3) SIFMA Research (August 2025). (4) BCG Global Asset ManagementReport (May 2023). (5) Allied Market Research, (October 2020). (6) IMF, (April 2024). $128tn Global Bond Market (1) $109tn Global Equity Market (2) $29tn U.S. Treasuries Market (3) $20tn Alternative Asset Market (4) $11tn Real Estate Investment Market (5) $2tn Global Private Credit (6) 12
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14 RWA’s Tokenization Has Seen Explosive Growth in Recent Years… RWA’s Tokenization Market Cap has Outpaced That of Overall Crypto and Stablecoins…($ in billions) … and is Now Poised for Accelerated Adoption Tokenized money market funds giving the trillion-dollar crypto market access to risk free yieldGrowing market readiness represented by financial institutions making strides to integrate blockchain infrastructure with operations Rise of stablecoins and increased merchant acceptance allowing for instant settlement of tokenized asset trades Increased regulatory clarity in the US with the passing of the GENIUS Act, new SEC leadership and progress on Clarity Act US Project Crypto launched bySEC Chairman Paul Atkins to help foster innovation while providing regulatory clarity for digital assets United States DLT Pilot Regime allows certain financial market infrastructure to use Distributed Ledger Technology (DLT) for tokenized instruments European Union Global Source: Coingecko, RWA.xyz(October 23, 2025). (1) Represents total market cap of RWAs from $5.21bn to $34.62bn between October 23, 2022 to October 23, 2025. (2) Represents total market cap of crypto from $881.12bn to $3.79tn between October 23, 2022 and October 23, 2025. (3) Represents total market cap of stablecoins from $146.55bn to $296.29bn between October 23, 2022 to October 23, 2025. RWA Growth (in %) Stablecoin Growth (in %)Crypto Growth (in %)Stablecoin Market Cap 0 50 100 150 200 250 $300 2022 2023 2024 2025 Billions (1)564% (2)330% (3)102%
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15 …It’s an Emerging Industry with Massive Growth Ahead Analyst Predictions $30T$19T$5T$2T 2034(1) 2033(2) 2030(3) 2030(4) (1) Standard Chartered, (June 2024) (2) BCG and Ripple, (June 2025) (3) Citi, (March 2023) (4) McKinsey, (June 2024) (2)
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16 Leaders in the Space are Taking Note “I believe tokenization is the greatest capital markets innovation since the central limit order book.” Vlad Tenev, CEO OF ROBINHOOD “The next generation for markets, the next generation for securities, will be tokenization of securities.”Larry Fink, CEO OF BLACKROCK “Tokenization is yet the next step to have much more efficiency in the marketplace and certainty of having a trade settle.”Paul Atkins, CHAIRMAN OF THE SEC “Whether or not tokenization of equity securities takes hold will ultimately be up to the market, but we are willing to work through different potential models.”Hester Peirce, SEC COMMISSIONER
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Market Opportunity12Who We Are3Growth Strategy4Financials
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18 The Securitize Platform Powers the End-to-End Relationship Between Issuers and Investors Securitize offers a comprehensive and fully-regulated stack, including an SEC-registered transfer agent (permits the issuance and management of tokenized securities), an SEC-registered broker-dealer and an alternative trading system (permits asset raising and trading of tokenized securities), as well as a digital assets-focused fund administration business Issuers InvestorsTrading, Lending, Collateral Management & Borrowing Tokenization Engine Minting, Burning, Smart Contracts Tokenization DistributionDeFi Integrations Asset Servicing Broker DealerRegulated ATS Transfer Agent Fund Admin
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19 Securitize is the Only End-to-End Vertically Integrated Tokenization Platform Pioneered operations as an SEC-registered Transfer Agent operating with digital asset securities and leading crypto fund administration SEC-regulated and FINRA member Broker Dealer and Alternative Trading System approved for digital asset securities primary and secondary market trading Registering as an RIA Q4’25 Less than 5% of investment opportunities pass Securitize’s extensive due diligence process Full Regulatory Stack Licensed Broker Dealer Alternative Trading System ApprovedExempt Reporting Adviser Licensed Transfer Agent Fund Administration
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20 Securitize is Expanding its Global Regulatory Coverage Taking Advantage of a More Favorable Regulatory Environment Employee Presence UNITED STATESCurrent•Operating licensed TA/BD/ATS (all live and operational)Roadmap•Expanding the BD license into custody and dealer activity EUROPEAN UNIONCurrent•Formally approved as Investment Firm (i.e. broker-dealer) Roadmap •Pending approval for Trading and Settlement System (TSS) UNITED ARAB EMIRATESRoadmap•Exploring partnerships with broker-dealers possessing local licenses, and will acquire licenses directly if needed SINGAPORERoadmap•Exploring partnerships with broker-dealers possessing local licenses, and will acquire licenses directly if needed Las Vegas Miami New York Buenos Aires MadridTel Aviv Tokyo
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21 Securitize is Widely Integrated with the Digital Asset Ecosystem Directly linked to major DeFi platforms and stablecoin infrastructure, expanding liquidity access and enabling tokenized assets to interact with onchain finance Actively supported by institutional brokers and liquidity providers, enhancing market depth, price discovery and secondary market efficiency for digital assets Natively integrated with leading and public blockchains, enabling seamless token issuance, transfer and settlement across networks Connected with top tier custodians and oracle providers to ensure institutional-grade asset safeguarding, data integrity and regulatory compliance ` ` `
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22 Building Blocks of Securitize’s Business Model Product & Technology Track Record & Reputation Institutional Grade with Tier-1 Asset Manager Clients United StatesBroker DealerAlternative Trading SystemTransfer Agent European UnionInvestment FirmDLT Trading and Settlement System(1) Minted ~$3.3bn in outstanding securities onto public blockchains Exempt Reporting Adviser Regulatory Stack Strong Network Effects Proprietary APIsWormhole Integration for Cross-Chain Bridging Tokenization platform that fully integrates compliance protocol with automated and decentralized regulatory checks 500K+ Registered AccountsSecuritize iD is the Largest Investor Passport for Tokenized SecuritiesLargest Tokenized Securities Volume in the IndustryHigh-Quality Issuers (1) Pending.
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23 BlackRock Partnership and BUIDL’s Explosive Growth BUIDL is a tokenized treasury private fund with the fund’s assets fully allocated to cash, U.S. Treasury bills, and repurchase agreements, aiming to maintain a stable token NAV at $1.January 2024March 2024BUIDL unveiled: The BlackRock USD Institutional Digital Liquidity fund. tokenization platform, transfer agent and broker-dealer Partnership with Robust 18-Month ProgressInvestors accrue daily dividends issued as new tokens on-chain directly in their walletsTransferable on-chain via P2P for whitelisted participantsIt has stablecoin subscriptions and instant redemptions on chain via liquidity providersTokens canbe transferred across chains natively leveraging the Wormhole protocol Distinct Features After its March launch, BUIDL quickly became the fastest growing and largest tokenized fund in the RWA industry and 30%+ of the total tokenized treasury market (+40 products) Collateral usage on large Derivative Exchanges Backing for new Stablecoins DAO allocations to RWA DeFi Integrations BUIDLTraditional Treasuries
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24 Competitive Landscape Overview ASSET MANAGERSwithInhouse Tokenization Capability These asset managers are not Securitize’s direct competitors, since they are not neutral service providers. They compete with Securitize’s clients. ISSUERS OF FREELY TRANSFERABLE TOKENS These firms issue wrapper products themselves, and are not neutral service providers. They often engage in regulatory arbitrage and issue freely transferable tokens that can be held by non-KYC’d wallets. TOKENIZATION SERVICE PROVIDERS Tokenization platform providers that offer a variety of services wrapped under certain regulatory licenses that allow them to provide tokenization services to third-party issuers.
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25 Regulatory Framework & Geographic ReachLack of full U.S. / EU licensingCompliance-heavy built on legacy systems Product Suite Fragmented offeringsLack of blockchain interoperability / capabilities Asset Manager Partnerships Smaller issuers / niche partnersDirectly managed funds but limited by geography, liquidity constraints Minimum Investment Requirements & Liquidity Inconsistent requirementsHigh minimum, long-term lock ups, lack of liquidity Technology & ProtocolLimited compliance layers and lack offull-stack infrastructureTraditional legacy infrastructure White Glove Customer Service Limited customer servicesAutomated customer service support Securitize is Well-Positioned Among Peers for Adoption Fully regulated, operates under U.S. and EU frameworks End-to-end product suite with tokenization platform, transfer agent, fund admin, ATS and broker dealer Top-tier asset managers Lower minimums, flexible liquidity Full-stack platform with multi-chain support and proprietary DS Protocol enabling compliant issuance & tradingDedicated investment specialists and customer service providing 1:1 support Other Tokenization PlatformsTraditional Fund Managers
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26 Our Board of Directors © 2025 Securitize Pedro TeixeiraManaging Director & Co-Head of Morgan Stanley Investment Management's (MSIM) Tactical Value Jon Steel Managing Director at BlackRock Tal ElyashivManaging Partner & Co-Founder at SPiCE VC Chris BrunerChief Product Officer at Tradeweb W Bradford StephensManaging Partner & Co-Founder at Blockchain Capital Chairman Carlos Domingo
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Market Opportunity12Who We Are3Growth Strategy4Financials
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28 Our Strategy Focuses on Efficient Growth within the Crypto Ecosystem while Preparing for Expansion in TradFi Markets Short-term focus: penetrate the $4T(1)crypto market Medium growth: expand into the over $400T(2)TradFi market Grow AUM:•Continue growing distribution (both direct and indirect)•Launch new funds with existing and new asset managers•Add more utility to tokenized securities to fuel usage•Offer tokenized public securities Expand into adjacent activities to better monetize AUM:•Fund administration•Lending and borrowing through DeFi integrations•Transaction-based revenues (stablecoin conversion, dealer activities, RFQ platform)•Structured products through partnerships•Launch higher-margin products •Grow TradFi user base with crypto SMA products to prepare for future growth•Start penetrating the TradFi investor base with a variety of products via tokenization•Giving individual investors access to alternative assets is a $30T opportunity that all asset managers are pursuing•Activating investors with products that have more efficient fractional ownership, lower minimums, are self-directed, and have more liquidity options which tokenization enables Notes: (1) Coingecko. (2) Cointelegraph.
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29 Securitize Growth Strategy for Tokenized RWA Focuses on Three Pillars Expansion into retail products with a specific focus on issuer-led, native tokenization of public equitiesvia integration with retail platforms for indirect distribution and collaboration with existing transfer agents as their tokenization partner Continue expansion of tokenized funds where we already have +30% market share and 14 products2with our current asset manager customers as well as with new ones, focusing on yield-generating assets that can seamlessly interact with the crypto ecosystem and complement treasuries (higher yield with moderately higher risk)•CLOs, floating rate products, bonds, private credit, etc. Tokenized treasuries where we command the highest market share1with Blackrock’s BUIDL and VanEck’s VBILL and we believe that there continues to be a large opportunity due to the following factors:•Disparity in the crypto industry between tokenized dollars and treasuries as opposed to TradFi markets where treasuries are ~2X bigger•Approval of the Genius Act, which includes tokenized treasury funds as approved reserves, and the expected proliferation of stablecoins•Emerging collateral use case for tokenized securities that can significantly boost AUM when broadly adopted by exchanges (1) https://app.rwa.xyz/treasuries(2) https://app.rwa.xyz/institutional-funds 1 23
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30 Tokenization of Public Securities –Stocks, ETFs, etc. Securitize’s Role•Successfully tokenized Exodus stock•Serves as the neutral asset layer for the broader crypto ecosystem•No competition with exchanges and brokers, given Securitize serves as the infrastructure to enable crypto platforms to become super apps Benefits to Issuers•Expanding access to the global crypto investor basethrough rails that operate 24/7/365•Increase investor / user engagement without going through intermediaries Benefits to Investors•Allows investors to hold shares directly in self-custody wallets in their own name and transfer shares peer-to-peer to eligible investors, taking full control of their own shares•Unlocks economic value as investors can easily pledge shares as collateral in the crypto economy One of the next frontiers of tokenization are public securities such as stocks and ETFs. ExchangesBrokerage Platforms Market MakersSelf-custody WalletsCustodiansOnchain Financial Ecosystem TRANSFER AGENT Create tokenized securities
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31 Current Pipeline of Products Tokenized CLO product with a large US bank, their first foray into the tokenization space in public blockchains Tokenized bond product in partnership with investment bank Tokenized version of very well known asset manager that is retail available Tokenized public equity of an Ethereum treasury company Retail version of a credit fund (institutional version already tokenized by Securitize) Agreements with the largest U.S transfer agents to collaborate on the tokenization of public equities with their customers in partnership with Securitize This is a list of products that are in the advanced stage of development and contracting, and that will be released and announced in the coming months.
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Market Opportunity12Who We Are3Growth Strategy4Financials
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33 The Securitize Revenue Model TOKENIZATIONASSET SERVICING Onchain InfrastructureTokenization & Distribution Fund Administration ServicesTransfer AgentIntegration with blockchain protocols to optimize fund processes such as recording ownership and transactions data, or performing compliance checks Trading of RWAs as tokenized securities, which allows for greater transparency, security, and accessibility Provides full administrative support to funds, including NAV calculations, reporting compliance, and integration with onchain processes, all in one platform SEC-registered Transfer Agent focused on providing a comprehensive suite of securities services including real-time approval, record-keeping, distributions, dividend issuances, compliance solutions, etc. One-Time Integration Fee+Recurring Maintenance Fee Over Contract LifeManaged AUMx ARPUTransfer Agent SaaS Revenue +Tokenized Issuers x Tokenization Fee (SaaS)# of Funds x Annual Fee Transaction-Based Recurring / AUM-BasedRecurring / ContractedRecurring / Contracted
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34 Quarterly Revenue and EBITDA($ in mm) % Margin RevenueEBITDA% QoQ Growth92% 68%39% 88% 14% 36.7% ➔BlackRock’s USD Institutional Digital Liquidity Fund Token (“BUIDL”) was released in Q2 2024, growing to $3bn by Q2 2025➔Apollo’s Diversified Credit Securitized Fund Token (“ACRED”) was released in Q1 2025, growing to $107mm in one quarter➔Higher unit economics for ACRED vs. BUIDL due to the nature of private credit vs. treasuries➔Integration and ongoing maintenance fees were secured with major blockchains and protocols, resulting in new share classes of leading products from BlackRock, Hamilton Lane, and Apollo➔MG Stover was acquired in Q2 2025, contributing to profitable revenue growth KEY DRIVERSIncreased Momentum in Quarterly Revenue, Resulting in 10x Topline Growth and Positive EBITDA1 (1) See Annex A for the definition of EBITDA, a non-GAAP metric, and a reconciliation of EBITDA to net income.33 $ 1.8 $3. 5 $5. 8 $8. 1 $1 5. 3 $1 7 . 5 ($ 6 .7) ($ 5 .0 ) ($ 1.4 ) ($ 2.4 ) $5. 6 $4. 2 Q1 '24 Q2 '24 Q3 '24 Q4 '24 Q1 '25 Q2 '25 $17.6 23.6%
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35 Forecasting Continued Growth With Operating Leverage 1 (1) See Key Assumptions on slide 35. The 2026E metrics have been prepared by management and reflect the best currently availableinformation and assumptions as to the company’s future performance. However, such metrics are forward-looking in nature and subject to significant risks and uncertainty that could cause the company’s financial performance to differ significantly from such estimates. As a result, no assurance can be given that such metrics will be achieved for fiscal 2026 (or at all) and therefore investors should not place undue reliance on such information. See Annex A for the definition of EBITDA, a non-GAAP metric, and a reconciliation of EBITDA to net income, as well as for key assumptions relating to 2025E and 2026E metrics. ($ in bn) Average Securitize AUM of Tokenized AssetsRevenue EBITDA 283% ’24A–’26E CAGR ($ in mm) ($ in mm)59% 260% % YoY Growth 24% 29% % Margin (1) (1) $1 $4 $9 2024A 2025E 2026E $19 $69 $110 2024A 2025E 2026E ($ 16 ) $1 7 $32 2024A 2025E 2026E
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36 Strong Visibility into Q4 2025with Tailwinds Driving Revenue Growth in 2026 1 ($ in mm) 260% 59% % YoY Growth Growth Opportunities Key Assumptions (2026E)Market AssumptionsSecuritize Assumptions(2) ~$450BStablecoin Market(vs. ~$300B in FYE2025) (3) ~$77BTokenized Securities Market(vs. ~$27B in FYE2025)~75Tokenized Public Equities ~25Onchain Protocols Integrated(vs. 19 in FYE2025) ~$9BAverage Securitize AUM of Tokenized Assets(vs. $4.6bn in FYE2025) (4) ~200Contracted Asset Managers(vs. ~185 in FYE2025) ~$5TCrypto Market(vs. ~$4T in FYE2025) (3) 2H 2025E Annualized Tokenization•Strong Tokenized Money Market and Fixed Income Funds pipeline•Broader roll-out of Tokenization of Public Equities Asset Servicing•Strong growth, driven by integrations with BUIDL and ACRED, as well as acquisition of MG Stover •Expanding contractual agreements with Asset Managers and Investors (1) See Key Assumptions above. The 2H2025 and 2026E metrics have been prepared by management and reflect the best currently available information and assumptions as to the company’s future performance. However, such metrics are forward-looking in nature and subject to significant risks and uncertainty that could cause the company’s financial performance to differ significantly from such estimates. As a result, no assurance can be given that such metrics will be achieved for 2H2025 or fiscal 2026 (or at all) and therefore investors should not place undue reliance on such information. See Annex A for key assumptions relating to 2025E and 2026E metrics. (2) Does not assume tokenization used in the larger TradFi market. (3) As of 10/23/2025. (4) As of 10/01/2025. ~$85mm contracted and recurring based on current AUM $33 $69 $110 $36 1H 2025 2H 2025E 2025E 2026E
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37 ($ in mm) 104% % YoY Growth Growth Opportunities Key Assumptions (2026E)Market AssumptionsSecuritize Assumptions(2) ~$450BStablecoin Market(vs. ~$300B in FYE2025) (3) ~$77B / ~$135BTokenized Securities Market(vs. ~$27B in FYE2025)~75 / ~150Tokenized Public Equities ~25Onchain Protocols Integrated(vs. 19 in FYE2025) ~$9BAverage Securitize AUM of Tokenized Assets(vs. $4.6bn in FYE2025) (4) ~200 / ~230 Contracted Asset Managers(vs. ~185 in FYE2025) ~$5TCrypto Market(vs. ~$4T in FYE2025) (3) Tokenization•Increase value in the Tokenized Securities Market•Increase adoption of Tokenization of Public Equities by corporations Asset Servicing•Continue growth in contractual agreements with Asset Managers and Investors (1) See Key Assumptions above. The 2026E metrics have been prepared by management and reflect the best currently available information and assumptions as to the company’s future performance. However, such metrics are forward-looking in nature and subject to significant risks and uncertainty that could cause the company’s financial performance to differ significantly from such estimates. As a result, no assurance can be given that such metrics will be achieved for 2H2025 or fiscal 2026 (or at all) and therefore investors shouldnot place undue reliance on such information. See Annex A for key assumptions relating to 2026E metrics. (2) Does not assume tokenization used in the larger TradFi market. (3) As of 10/23/2025. (4) As of 10/01/25. 59% Base Case / Upside CaseBase Case / Upside Case Material Growth Opportunities in 2026 Above the Base Case 1 $69 $110 $141 2025E 2026E(Base Case) 2026E(Upside)
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38 $10T+~$4T(2) Q2 2025 Key Highlights 2025 Securitize:$4.6B AUM(4) Crypto $25B RWAs RWAs Crypto PotentialLong-Term Securitize$200B+ Potential$200B+ AUM Leader in Market Share Stablecoin Stablecoin~$300B(3) $2T+ $800B+ $400T+Long Term Opportunity (~5 Years)(1) $4.6B2025 Securitize Peak Opportunity for expansion beyond crypto into the $400T+ TradFi AUM TradFi Source: CoinMarketCap, Cointelegraph, Company forecasts. Note: (1) Management estimates for long-term market opportunity. (2) Represents total crypto market cap as of 10/23/25. (3) Represents stablecoin market cap as of 10/23/25. (4) As of 10/01/25. Securitize’s Revenue Opportunity: Tokenization
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39 $10T+ $400B+$100B $800B+~$4T(3) 2025 Securitize:$30B AUA(5) Crypto $125B CurrentCrypto Funds Stablecoin Crypto Long-Term AUA Potential$100B+ AUA(5) ~185 Asset Managers(1)659Funds(1)+23K Investors Stablecoin Long-Term Crypto Funds~$300B(4) $30BCurrent Securitize $400T+~1,400 Asset ManagersUnified investor experience to cross-sell RWAs & opportunity for fee escalation TradFi Source: CoinMarketCap, Cointelegraph, Company forecasts. Note: (1) Based on management’s projections through the end of the year. (2) Management estimates for long-term market opportunity. (3) Represents total crypto market cap as of 10/23/25. (4) Represents stablecoin market cap as of 10/23/25. (5) “AUA” refers to “Assets Under Administration”. Securitize’s Revenue Opportunity: Asset Servicing Q2 2025 Key Highlights Long Term Opportunity (~5 Years)(2)
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40 Sources & Uses•Valuation: pre-money equity value of $1.25 billion•Strong Alignment of Interest –CEPT founder shares subject to potential forfeiture in proportion to redemption levels and earnout 1–Seller earnout (6.25m shares) at $15.00 / $20.00 / $25.00•No Secondary Proceeds: existing shareholders will roll 100% of their interest•Minimal SPAC Dilution: CEPT has no public / sponsor warrants•Lock-up: Securitize shareholders and CEPT sponsor will be subject to a 180-day lock-up following closing of business combination2•PIPE: Fully committed common stock PIPE financing of $225 million at transaction price led by new and existing blue-chip institutional investors Existing Securitize Shareholders(7) CEPT Public Shareholders(3) PIPE InvestorsCEPT Sponsor Shares(6) 3 Note: Calculations exclude the impact of unvested rollover equity awards, unallocated equity pool and unvested warrants subject to vesting based on commercial milestones. (1) CEPT will forfeit up to 862,500 founder shares based on the shares redeemed from the CEPT trust account. CEPT will further subject up to 30% of remaining founder shares to earnout, vesting in three equal tranches at $12.50 / $15.00 / $17.50. (2) Subject to early release after 90 days at $12.50 / $15.00 / $17.50 for the Sponsor and $15.00 / $17.50 / $20.00 for the existing company shareholders. (3) Assumes no CEPT shareholders exercise redemption rights at closing and excludes Sponsor earnout shares. (4) Additional $50 million includes $30 million funded in October 2025 and $20 million to be funded at closing pursuant to a convertible note funding round at a20% discount to the listing value and an existing option giving the holder thereof the right to invest at approximately one-third of the transaction value, respectively, resulting in incremental total shares being issued of approximately 3.8 million and 5.9 million, respectively, for such additional investment per the terms of the BCA, with approximately 4.7 million of such shares being included in the pre-money equity value of $1.25 billion and the remaining approximately 5 million shares being incremental. (5) Assumes $10.00 per share. (6) Assumes 70% of founder shares are vested atclosing. (7) Excludes the impact of 6.25 million earnout shares, vested in three equal tranches at $15.00 / $20.00 / $25.00. Private Placement Investment(4) 4 Transaction Overview Growth Opportunities Pro Forma Valuation Sources & Uses Pro Forma Ownership at Closing 5 69.1 % 13 .2 % 12 .4 % 2.6% 2.8%
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41 Disclosures & Risk Factors
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42 Annex A –Disclaimers and Other Important InformationThispresentation(this“Presentation”)andanyoralstatementsmadeinconnectionwiththisPresentationdonotconstituteanoffertosell,orasolicitationofanoffertobuy,orarecommendationtopurchase,anysecuritiesinanyjurisdiction,norshalltherebeanysale,issuanceortransferofanysecuritiesinanyjurisdiction,whereortoanypersontowhom,suchoffer,solicitationorsalemaybeunlawfulunderthelawsofsuchjurisdiction.Thispresentationdoesnotconstituteeitheradviceorarecommendationregardinganysecurities.Norepresentationsorwarranties,expressorimplied,aregivenin,orinrespectof,thispresentation.Thispresentationissubjecttoupdating,completion,revision,verificationandfurtheramendment.NeitherSecuritize,Inc.(“Securitize”)norCantorEquityPartnersII,Inc.(“CEPT”)noranyoftheirrespectivesubsidiaries,equityholders,affiliates,representatives,partners,members,directors,officers,employees,advisersoragents(collectively,“Representatives”)makesanyrepresentationorwarranty,expressorimplied,astotheaccuracyorcompletenessoftheinformationcontainedherein,andnothingcontainedhereinshallberelieduponasapromiseorrepresentationwhetherastothepastorfutureperformance.Tothefullestextentpermittedbylaw,neitherSecuritizenorCEPTnoranyoftheirrespectiveRepresentativesshallberesponsibleorliableforanydirect,indirectorconsequentiallossorlossofprofitarisingfromtheuseofthispresentation,itscontents,itsaccuracyorsufficiency,itsomissions,itserrors,relianceontheinformationcontainedwithinit,oronopinionscommunicatedinrelationtheretoorotherwisearisinginconnectiontherewith.Theinformationcontainedinthispresentationisprovidedasofthedatehereofandmaychange,andneitherSecuritizenorCEPTnoranyoftheirrespectiveRepresentativesundertakesanyobligationtoupdatesuchinformation,includingintheeventthatsuchinformationbecomesinaccurateorincomplete.Recipientsofthispresentationarenottoconstrueitscontents,oranypriororsubsequentcommunicationsfromorwithSecuritizeorCEPTortheirrespectiveRepresentatives,asinvestment,legalortaxadvice.Inaddition,thispresentationdoesnotpurporttobeall-inclusiveortocontainalloftheinformationthatmayberequiredtomakeafullanalysisofSecuritizeandCEPT.KeyAssumptionsRelatingto2025Eand2026EMetricsTheestimatesandassumptionsthatunderliethecompany’s2025Eand2026Emetricsareinherentlyuncertainand,whileconsideredreasonablebymanagementasofthedateofthispresentation,aresubjecttoawidevarietyofsignificantbusiness,economic,regulatoryandcompetitiverisksanduncertaintiesthatcouldcausethecompany’sactualresultstodiffermateriallyfromthoseprojectedfor2025and2026.Inparticular,thecompany’sassumptionsregardingtheoverallsizeof,andgrowthin,thebroadercryptomarket,thestablecoinmarket,thetokenizedsecuritiesmarketandthecompany’sshareofthetokenizedsecuritiesmarketarebasedonassumptionsaboutmacromarkettrendsthatmanagementbelievesarereasonableasofthedateofthispresentation,butsuchmarkettrendassumptions,andunforeseendevelopmentsthatcouldadverselyimpactthosetrends,arenotwithinthecompany’scontrolandtherecanbenoassurancethatsuchtrendswillmaterializeinthefuture,whetheronmanagement’santicipatedtimetableoratall.Managementhasalsoassumedthatcurrentindustrycompetitiveconditionswillremainrelativelystableoverthetimeperiodsdepicted.Inaddition,akeyassumptionisourabilitytolaunchandthenexecuteonourstrategytobecomealeadingparticipantinthetokenizedequitiesmarket,includingbyonboardingapproximately75publiccompanycustomersin2026.However,themarketfortokenizedequitiesisnascentandthereforesubjecttosignificantuncertainties,includingtheappealofthisproducttoissuers,investorsandmarketintermediaries,aswellasuncertaintiesaroundthefunctionalityofthisproductandhowmarketsinthisproductwillinteractwiththeexistingnationalmarketsystemforpublicequities.Managementalsoassumesthecompanywillbeabletoexecuteonitsplantoincreasethenumberofitsintegratedonchainprotocolsbymid-singledigitsanditscontractedassetmanagersbybetweentenand20.Forallthesereasons,therecanbenoassurancethatthe2025Eand2026Emetricspresentedhereinwillbeindicativeofthecompany’sfuturebusinessperformance,orthatactualresultswillnotdiffermateriallyfromthe2025Eand2026Emetricspresentedherein.Inclusionofthe2025Eand2026Emetricsshouldnotberegardedasarepresentationbythecompanyoranyotherpersonthattheseresultswillbeachieved,andthereforepotentialinvestorsandbusinesspartnersshouldnotplaceunduerelianceonsuchmetrics. (1) Includes net interest income, dividend income, interest on convertible promissory notes payable and gains on investments.
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43 Annex A –Disclaimers and Other Important Information (Cont’d)ProjectionsandOtherForward-LookingStatementsThispresentation(andanyoralstatementsregardingthesubjectmatterofthispresentation)containscertainforward-lookingstatementswithrespecttoSecuritize,includingexpectations,hopes,beliefs,intentions,plans,prospects,financialresultsorstrategiesregardingSecuritizeandSecuritize’sexpectations,intentions,strategies,assumptionsorbeliefsaboutfutureevents,resultsofoperationsorperformanceorthatdonotsolelyrelatetohistoricalorcurrentfacts.Theseforward-lookingstatementsgenerallyareidentifiedbythewords“believe,”“project,”“expect,”“anticipate,”“estimate,”“intend,”“strategy,”“future,”“opportunity,”“potential,”“plan,”“may,”“should,”“will,”“would,”“willbe,”“willcontinue,”“willlikelyresult,”andsimilarexpressionsincludingtimeperiodswiththeletter“E”.Forward-lookingstatementsarepredictions,projectionsandotherstatementsaboutfutureeventsorconditionsthatarebasedoncurrentexpectationsandassumptionsand,asaresult,aresubjecttorisksanduncertainties.Inparticular,thispresentationcontainscertainmanagementestimatesof2025Eand2026metrics.Whiletheseforward-lookingmetricshavebeenpreparedbymanagementandreflectthebestcurrentlyavailableinformationandassumptionsastothecompany’sfutureperformance,suchmetricsareforward-lookinginnatureandsubjecttosignificantrisksanduncertaintythatcouldcausethecompany’sfinancialperformancetodiffersignificantlyfromsuchestimates.Asaresult,noassurancecanbegiventhatsuchmetricswillbeachievedforfiscal2026(oratall)andthereforeinvestorsshouldnotplaceunduerelianceonsuchinformation.Inaddition,manyfactorscouldcauseactualfutureeventstodiffermateriallyfromtheforward-lookingstatementsinthispresentation.Suchfactorsarelistedundertheheading“RiskFactors”below.TheremayalsobeadditionalrisksthatSecuritizeandCEPTdonotpresentlyknoworthatSecuritizeandCEPTcurrentlybelieveareimmaterialthatcouldalsocauseactualresultstodifferfromthosecontainedintheforward-lookingstatements.Forward-lookingstatementsspeakonlyasofthedatetheyaremade.Readersarecautionednottoputunduerelianceonforward-lookingstatements,andneitherSecuritizenorCEPTnoranyoftheirrespectiveRepresentativesassumesanyobligationanddoesnotintendtoupdateorrevisetheseforward-lookingstatements,whetherasaresultofnewinformation,futureevents,orotherwise.NeitherSecuritizenorCEPTnoranyoftheirrespectiveRepresentativesgivesanyassurancethattheseexpectationswillbeachievedonthetimeperiodsexpectedoratall.IndustryandMarketDataThispresentationhasbeenpreparedbySecuritizeandCEPTandtheirrespectiveRepresentativesandincludesmarketdataandotherstatisticalinformationfromthird-partyindustrypublicationsandsourcesaswellasfromresearchreportspreparedforotherpurposes.AlthoughSecuritizeandCEPTbelievethesethird-partysourcesarereliableasoftheirrespectivedates,neitherSecuritizenorCEPTnoranyoftheirrespectiveRepresentativeshasindependentlyverifiedtheaccuracyorcompletenessofthisinformationandcannotassureyouofthedata’saccuracyorcompleteness.SomedataarealsobasedonSecuritize’sgoodfaithestimates,whicharederivedfrombothinternalsourcesandthethird-partysources.NeitherSecuritizenorCEPTnoranyoftheirrespectiveRepresentativesmakeanyrepresentationorwarrantywithrespecttotheaccuracyofsuchinformation.TrademarksandIntellectualPropertyAlltrademarks,servicemarks,andtradenamesofapersonoritsaffiliatesusedhereinaretrademarks,servicemarks,orregisteredtradenamesofsuchpersonoritsaffiliate,asnotedherein.Anyotherproduct,companynames,orlogosmentionedhereinarethetrademarksand/orintellectualpropertyoftheirrespectiveowners,andtheiruseisnotaloneintendedto,anddoesnotaloneimply,arelationshipwithanyperson,oranendorsementorsponsorshipbyorofanyParty.Solelyforconvenience,thetrademarks,servicemarksandtradenamesreferredtointhispresentationmayappearwithoutthe®,TMorSMsymbols,butsuchreferencesarenotintendedtoindicate,inanyway,thatanypersonortheapplicablerightsownerwillnotassert,tothefullestextentunderapplicablelaw,theirrightsortherightoftheapplicableownerorlicensortothesetrademarks,servicemarksandtradenames.Non-GAAPMetricsSecuritizegenerallyreportsitsfinancialresultsinaccordancewithU.S.generallyacceptedaccountingprinciples(“GAAP”).However,managementbelievesthattheevaluationofitsongoingoperatingresultsmaybeenhancedbyapresentationofEBITDA,whichisanon-GAAPfinancialmeasure.EBITDArepresentsnetincomeornetlossbeforedepreciationandamortization,interestexpenseandincometaxes.SecuritizebelievesthattheuseofEBITDAprovidesanadditionalmeaningfulmethodofevaluatingcertainaspectsofitsoperatingperformancefromperiodtoperiodonabasisthatmaynotbeotherwiseapparentunderGAAPwhenusedinadditionto,andnotinlieuof,GAAPmeasures.AreconciliationofEBITDAtonetincomeisincludedbelow.(1) Includes net interest income, dividend income, interest on convertible promissory notes payable and gains on investments.
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44 Risk FactorsFactors that could cause actual results to differ materially from those described herein in the presentation include, among others:Risks Related to Securitize’sBusiness and Industry•We face intense and increasing competition. Many of our competitors have greater resources than we do and may have products and services that are more appealing than ours to our current or potential customers or may operate under more permissive jurisdictions.•We might not grow in line with historical rates.•We have expanded and continue to expand our operations rapidly, including continuing to introduce new products and services on our platforms as well as geographic expansion, which subjects us to a number of uncertainties, risks, and difficulties that couldadversely affect our business.•Our results of operations and other operating metrics fluctuate from quarter to quarter, which makes these metrics difficult to predict. Some relationships involve large up-front payments, that could be subject to claw-backs or claims for refunds.•In all full-year periods since our inception, we have incurred operating losses and might not be profitable in the future.•If we fail to retain existing customers or attract new customers, or if our customers decrease their use of our products and services, our revenue will decline. A significant portion of our revenues depend on or have arisen from certain key relationships, which are not exclusive or bound by long-term contracts. Additionally, certain partnerships involve exclusivity arrangements, limiting our freedom to engage with other new relationships.•If we fail to provide and monetize new and innovative products and services that are adopted by customers, our business may become less competitive and our revenue might decline.•We will need additional capital to support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, might result in stockholder dilution, or might be delayed or prohibited by applicable regulations.•Unfavorable media coverage and other events that harm our brand and reputation could adversely affect our revenue and the size, engagement, and loyalty of our customer base.•Our business has been and might continue to be harmed by changes in business, economic, or political conditions that impact global financial markets, or by a systemic market event.•Our inability to maintain existing relationships with financial institutions and similar firms or to enter into new relationships of this kind, could impact our ability to offer services to customers.•Our future success depends on the continuing efforts of our key employees and our ability to attract and retain senior management and other highly skilled personnel.•Future acquisitions of, or investments in, other companies, products, technologies or specialized personnel could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our results of operations.•We and our subsidiaries currently operate in certain international markets and plan to further expand our international operations, which exposes us to significant new risks, and our international expansion efforts might not succeed.•Our working model, which allows our employees to work remotely, subjects us to heightened operational risks.Risks Related to Government Regulation and Litigation•Our business is subject to extensive, complex and changing laws and regulations, and related regulatory proceedings and investigations. Changes in these laws and regulations, or our failure to comply with these laws and regulations, could harm our business.•We may in the future be subject to regulatory investigations, actions, and settlements, which could cause us to incur substantial costs or require us to change our business practices in a materially adverse manner.•The market and regulatory framework for tokenized securities and RWAs are nascent and subject to rapid change.•If we do not maintain the net capital levels required by regulators, our broker-dealer business may be restricted and we may be fined or subject to other disciplinary or corrective actions.•Our compliance and risk management policies and procedures as a regulated financial services company might not be fully effective in identifying or mitigating compliance and risk exposure in all market environments or against all types of risk.•We may be subject to material litigation, which could be expensive and time consuming, and, if resolved adversely, could expose us to significant liability and reputational harm.•We are subject to governmental laws and requirements regarding anti-corruption, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorism financing that could impair our ability to compete in international markets or subject us to criminal or civil liability if we violate them.Risks Related to Tokenization and Our Products and Services•The market for securities and real-world asset tokenization is highly competitive and fragmented.•Tokenization of securities and RWAs involves novel technological, operational, and cybersecurity risks.•Minting and redeeming tokens from our platform involves risks, which could result in loss of customer assets, customer disputes,and other liabilities.•A temporary or permanent blockchain “fork” could adversely affect our business.•We and our counterparties may be subject to risks associated with stablecoin depegging.Risks Related to Our Platforms, Systems and Technology•Our products and services rely on software and systems that are highly technical and have been, and may in the future be, subject to interruption, instability, and other potential flaws due to software errors, design defects, and other processing, operational, and technological failures, whether internal or external.•We rely on third parties to perform some key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations.•We are incorporating AI technologies into some of our products and processes. These technologies may present business, compliance, and reputational risks.Risks Related to Cybersecurity, Data Privacy and Our Intellectual Property•Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systemsor data or those of our customers or third-party service providers.•We are subject to stringent laws, rules, regulations, policies, industry standards and contractual obligations regarding dataprivacy and security and might become subject to additional related laws and regulations in jurisdictions into which we expand.Many of these laws and regulations are subject to change and reinterpretation and could result in claims, changes to our business practices, monetary penalties,increased cost of operations, or other harm to our business.•Any failure to adequately obtain, maintain, protect, defend or enforce our intellectual property rights could adversely affect our business.•We have been, and might in the future be, subject to claims that we violated third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially and adversely affect our business, results of operations, and financial condition.•Some of our products and services contain open source software, which could pose particular risks to our proprietary software, products, and services in a manner that could harm our business.
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45 Risk Factors (Cont’d)Risks Related to Our Financial Condition, Accounting and Tax Matters•Our insurance coverage might be inadequate or expensive.•Changes in U.S.and foreign tax laws and policies and challenges by tax authorities could adversely impact our tax liabilities.•Future developments regarding the treatment of tokenized securities and other digital assets for U.S.federal, state and foreignincome tax purposes could adversely impact our business.•Our ability to use our net operating losses to offset future taxable income could be subject to certain limitations.•Our tax information reporting obligations are subject to change.•We track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics could harm our reputation, adversely affect our stock price, and result in litigation.•If we fail to maintain effective internal control over financial reporting, as well as required disclosure controls and procedures, our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations could be impaired.Risks Related to CEPT and the Business Combination•The market price of shares of PubCoCommon Stockafter the Business Combination will be affected by factors different from those currently affecting the market price of CEPT ClassA Ordinary Shares.•The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may notbecompleted.•The Business Combination Agreement contains provisions that limit CEPT from seeking an alternative business combination. If the Business Combination is not completed, those restrictions may make it harder for CEPT to complete an alternative business combination before the end of the Combination Period.•Neither CEPT nor the CEPT Shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration for the Merger in the event that any of the representations and warranties in the Business Combination Agreement made by PubCoor Securitize or any other party thereto ultimately proves to be inaccurate or incorrect.•The value of the CEPT Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of PubCoCommon Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for the CEPT management team to pursue and consummate the Business Combination which differs from the Public Shareholders.•The “net cash” per Public Share not being redeemed will be less than the per share redemption price.•Public Shareholders who do not redeem their Public Shares will experience substantial and immediate dilution upon Closing of theBusiness Combination as a result of the CEPT ClassB Ordinary Shares held by the Sponsor, since the value of the CEPT ClassB Ordinary Shares is likely to be substantially higher than the nominal price paid for them, as well as a result of the issuance of the shares of PubCoCommon Stock in the Business Combination and the PIPE Investments.•It is possible that CEPT ClassA Ordinary Shares or PubCoCommon Stock could become subject to the “penny stock” rules of the SEC.Shares subject to the “penny stock” rules would require brokers to provide additional disclosures to investors. In addition, shares that are deemed to be “penny stock” may be subject to delisting from Nasdaq or another national securities exchange.•If Public Shareholders who wish to exercise their redemption rights in connection with the Business Combination fail to properlydemand such redemption rights, they will not be entitled to redeem their Public Shares for a pro rata portion of the Trust Account and will instead become shareholders of PubCo.•Public Shareholders will not have any rights or interests in funds from the Trust Account except under certain limited circumstances, which include in connection with the consummation of the Business Combination. Therefore, for a Public Shareholder to liquidate their investment in CEPT prior to such times, a Public Shareholder may be forced to sell their Public Shares in the open market, potentially at a loss.•The ability of Public Shareholders to exercise redemption rights with respect to a large number of Public Shares may reduce proceeds available to PubCoafter Closing, reduce the public “float” of shares of PubCoCommon Stock after Closing, reduce the liquidity of the trading market for the shares of PubCoCommon Stock after Closing, or make it difficult to obtain or maintain the quotation, listing or trading shares of PubCoCommon Stock on Nasdaq or another national securities exchange, and consequently may not allow the parties to complete the Business Combination, or optimize PubCo’scapital structure following the Business Combination.•Since the Sponsor and CEPT’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with PubCoand Securitize is appropriate as CEPT’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CEPT if the Business Combination or any other business combination is not completed.•Neither the CEPT Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determiningwhether or not to pursue the Business Combination. Consequently, CEPT Shareholders have no assurance from an independent sourcethat the number of shares of PubCoCommon Stock to be issued to the Sellers and CEPT Shareholders in the Business Combination is fair to CEPT—and, by extension,CEPT Shareholders—from a financial point of view.•The parties to the Business Combination Agreement may waive one or more of the conditions to the Business Combination or certainof the other transactions contemplated by the Business Combination Agreement.•CEPT’s directors and officers will have discretion as to whether to agree to changes or waivers in the terms of the Business Combination Agreement, and their interests in exercising that discretion may conflict with those of the CEPT Shareholders.•If CEPT is deemed to be an investment company under the Investment Company Act, CEPT may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult for CEPT to complete the Business Combination.•CEPT has engaged CF&Co., who is an affiliate of the Sponsor, to act as its financial advisor in connection with the Business Combination, and CEPT andPubCohave engaged CF&Co. as a co-placement agent in connection with the PIPE Investment. CEPT also previously engaged CF&Co. in connection with the CEPT IPO pursuant to the Business Combination Marketing Agreement. The Sponsor may therefore have additionalfinancial interests in the completion of the Business Combination.•Members of CEPT’s management team and the CEPT Board have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons, as well as CEPT’s affiliates, have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense or prosecution of these matters could be time-consuming and could divert CEPT management’s attention, and may have an adverse effect on CEPT, which may impede CEPT’s ability to consummate the Business Combination.•Changes in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply withany laws and regulations, may adversely affect CEPT’s business, including CEPT’s ability to complete the Business Combination.•If the Business Combination is not approved and CEPT does not consummate another initial business combination by the end of the Combination Period, then the Sponsor’s CEPT Ordinary Shares will become worthless and the expenses it has incurred will not be reimbursed. These interests may have influenced the CEPT Board’s decision to approve the Business Combination.•If third parties bring claims against CEPT, the proceeds held in the Trust Account could be reduced and the per-share redemptionamount received by Public Shareholders could be less than $10.32 per share (based on the Trust Account balance as of September30, 2025, and inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note in the applicable Redemption Event).•CEPT Shareholders may be held liable for claims by third parties against CEPT to the extent of distributions received by them.•CEPT’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.•The CEPT Merger may result in adverse tax consequences for Public Shareholders.•CEPT may not have sufficient funds to satisfy indemnification claims of its directors and officers.•Following the Business Combination, PubCo’sbusiness activities may be subject to review or approval by regulatory authorities pursuant to certain U.S.or foreign laws or regulations.•The Sponsor and CEPT’s directors and officers have entered into letter agreements with CEPT, and the Sponsor has entered intothe Sponsor Support Agreement with CEPT and PubCo, in each case, which requires them to vote in favor of the Business Combination, regardless of how the Public Shareholders vote..
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46 Risk Factors (Cont’d)Risks Related to CEPT and the Business Combination (cont’d)•Because CEPT is seeking to obtain shareholder approval of the Business Combination, the Sponsor and CEPT’s directors and officers and their respective affiliates may elect to purchase Public Shares from Public Shareholders, subject to Rule14e-5 under the ExchangeAct, which may influence the vote on the Business Combination and reduce the public “float” of CEPT ClassA Ordinary Shares.•CEPT, Securitize and PubCoincur significant transaction costs in connection with the Business Combination.•Securities of companies formed through mergers with SPACs such as PubComay experience a material decline in price relative to the share price of the SPACs prior to such merger.•Volatility in the price of PubCoCommon Stock could subject PubCoto securities class action litigation.•Currently, there is no public market for the shares of PubCoCommon Stock. Public Shareholders cannot be sure about whether the shares of PubCoCommon Stock will develop an active trading market or whether PubCois able to maintain the listing of PubCoCommon Stock in the future even if PubCois successful in listing PubCoCommon Stock on Nasdaq or another national securities exchange, which could limit investors’ ability to make transactions in shares of PubCoCommon Stock and subject PubCoto additional trading restrictions.•Reports published by analysts, including projections in those reports that differ from PubCo’sactual results, could adversely affect the price and trading volume of PubCoCommon Stock.•PubCois not expected to pay cash dividends in the foreseeable future. 45
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Visit us on: WWW.SECURITIZE.IO Company OverviewCONFIDENTIAL –DO NOT DISTRIBUTEMARCH 2025 WWW.SECURITIZE.IO