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Securitize Clears SEC Hurdle for NYSE Listing via SPAC

RWA tokenization platform Securitize has cleared a key SEC requirement tied to its planned SPAC merger, advancing its path to a public NYSE listing. The milestone marks a significant step for the firm as it moves closer to trading on a major exchange.

YK

Yuri Konnov

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Photo by MAURO FOSSATI on Unsplash
The SEC declared effective the Form S-4 registration statement for Securitize Inc.'s proposed business combination with Cantor Equity Partners II on June 5, 2026, clearing the principal regulatory hurdle between the RWA tokenization platform and a public listing on the New York Stock Exchange. The deal, which values Securitize at a $1.25 billion pre-money equity valuation, was first agreed on October 27, 2025, when Cantor Equity Partners II — a Nasdaq-listed SPAC sponsored by an affiliate of Cantor Fitzgerald — and Securitize, a Delaware corporation, signed a Business Combination Agreement. With the registration statement cleared, the transaction now moves to a shareholder vote. CEPT shareholders of record as of May 11, 2026 will vote on the combination at a special meeting scheduled for June 29, 2026. If approved, the combined company will operate under the name Securitize Corp. and trade on the NYSE under the ticker symbol SECZ, according to the SEC EDGAR Form 425 filing.

The transaction structure includes $225 million in committed common stock PIPE financing, upsized and led by new and existing institutional investors including Arche, Borderless Capital, Hanwha Investment & Securities, InterVest, and ParaFi Capital. Existing equity holders — among them ARK Invest, BlackRock, Blockchain Capital, Hamilton Lane, Jump Crypto, Morgan Stanley Investment Management, and Tradeweb Markets — will roll 100% of their interests into the combined company, according to the Nasdaq press release announcing the combination.

Securitize reported first-quarter 2026 revenue of $19.5 million, a 39% increase from the same period a year earlier. Tokenized assets under management reached $3.4 billion as of March 31, 2026, with transaction volume of $1.9 billion during the quarter and assets under administration of $24.9 billion. The average value of assets tokenized during the first quarter was $3.2 billion, according to TronWeekly's coverage of the company's financial disclosures.

The company's institutional client roster spans BlackRock, Apollo Global Management, Hamilton Lane, KKR, and VanEck, and its assets under management stood at more than $4 billion as of April 2026. Alongside the listing process, Securitize announced a collaboration with the New York Stock Exchange to support tokenized securities infrastructure and digital transfer-agent standards, and a partnership with Computershare to introduce issuer-sponsored tokenized shares for U.S. issuers, as detailed in the PRNewswire announcement of the S-4 effectiveness.

The broader RWA market provides context for the listing's timing. In RWA.xyz's aggregation, on-chain tokenized real-world assets reached approximately $32 billion in May 2026, excluding stablecoins, a rise of roughly 220% over the prior 12 months. Within that total, nearly half of on-chain tokenized assets are U.S. Treasuries, tokenized commodities account for approximately 16%, and tokenized stocks represent roughly 4.8%, or $1.5 billion, according to GNcrypto's reporting on the SEC approval.

What remains unclear

The press release and SEC filing do not disclose the specific haircut or collateral treatment applied to any tokenized equity post-listing, the mechanics of the dual-rail settlement system Securitize has described, or the precise amount expected from CEPT's trust account at closing. The announcement does not specify which asset classes or jurisdictions will be prioritized for new tokenized product launches following the listing, nor does it detail the fee structure or revenue-sharing terms of the Computershare partnership. The filing does not identify which specific real estate or private credit mandates, if any, are in active pipeline for tokenization under the combined company.

The immediate effect of the SEC's action is that the Form S-4 is now effective and the transaction may proceed to a shareholder vote on June 29, 2026. What the declaration does not establish is shareholder approval, a confirmed closing date, or any launched tokenized product under the Securitize Corp. name — those outcomes remain contingent on the vote and satisfaction of customary closing conditions.

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