CEPT signs definitive merger with Securitize at $1.25B equity value; $225M PIPE backstops deal

Cantor Equity Partners II, Inc.

Securitize equity value of $1.25B (subject to adjustments); CEPT shareholders receive Pubco common at $10.00/share.
$225M PIPE (22.5M shares at $10.00) from institutional investors; minimum PIPE condition is $100M.
Securitize stockholders eligible for 6.25M earn-out shares if Pubco VWAP exceeds $15, $20, or $25 over 20/30 days.
Sponsor agrees to earn-out on 30% of its shares at $12.50/$15/$17.50 VWAP thresholds; 180-day lock-up.
No termination fee payable; deal must close within 9 months; CEPT shareholder vote required.

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