Cantor Equity Partners II Inc

1. 1

   The Business Combination Proposal

   ManagementBoard: FOR

   Approve and adopt the Business Combination Agreement dated October 27, 2025 among CEPT, Securitize, PubCo and the merger subsidiaries, and effect the related transactions (the Business Combination) including the CEPT Merger and the PubCo/Securitize merger sequence.

   More detail

   This management proposal requests shareholder approval to adopt the Business Combination Agreement that effects a multi-step transaction: CEPT will merge into a SPAC Merger Sub and, following that, a merger will combine Securitize into a company that becomes PubCo, with shares of PubCo Common Stock issued to CEPT and Securitize holders. Management seeks approval because the Business Combination Agreement is the central enabling contract to consummate the agreed transaction and because certain closing conditions (including this shareholder vote and related approvals) are required. The proxy/prospectus states the CEPT Board unanimously recommends a vote FOR, citing its determination that the Business Combination is in CEPT’s commercial interests based on due diligence, advice from advisors and consideration of transaction benefits. Key contextual elements include the Sponsor support agreement (Sponsor agreed to vote its ~21.5% block in favor), the PIPE commitments (to provide cash at closing), regulatory clearances (HSR filing completed) and listing requirements (PubCo listing on NYSE or another exchange). Risks and conflicts noted by management include potential director and sponsor incentives that differ from public shareholders (founder shares and private placement shares held at nominal cost), the absence of a fairness opinion, and the dilution/redemption mechanics that could materially affect post-closing float and capitalization. The pragmatic effect of approval would permit redemptions by public shareholders, enable the issuance of PIPE and merger shares, and, contingent on other approvals, allow the Business Combination to close; if not approved, the transaction would not consummate absent waiver. Given the Sponsor’s voting commitment and management’s unanimous recommendation, the Board frames the vote as commercially advisable while disclosing conflicts and financial considerations for shareholder evaluation.

2. 2

   The Merger Proposal

   ManagementBoard: FOR

   Approve and authorize, by special resolution, the CEPT Merger (CEPT into SPAC Merger Sub) and, upon the CEPT Merger Effective Date, approve the surviving entity’s memorandum and articles and amend CEPT’s authorized share capital as described.

   More detail

   The Merger Proposal seeks shareholder approval (by special resolution) to authorize CEPT to merge into SPAC Merger Sub and to approve the surviving entity’s charter and an amendment to CEPT’s authorized share capital, which are necessary corporate-law steps under Cayman Islands law to consummate the transaction. Management brings this as a required approval for closing—without it the Business Combination cannot close unless waived—so timing and legal formality drive the request. The proposal also ratifies the CEPT Plan of Merger (included as an annex) and the articles/memorandum of the surviving entity, ensuring the post-merger corporate governance and capital structure will reflect PubCo’s planned organization. The CEPT Board recommends FOR the Merger, noting the existence of sponsor and director economic interests and specifying appraisal/dissenters’ rights available under Cayman law for CEPT Class A record holders; these rights and the Sponsor’s voting support are material contextual factors for investor assessment. The Board did not obtain a fairness opinion; instead it relied on management, its advisors, and internal review, which increases reliance on director judgment. Closing is conditioned on both the Business Combination Proposal and the Merger Proposal, and the Merger Proposal’s approval threshold is higher (two-thirds), so shareholder turnout and sponsor support are critical. The Board frames the merger as necessary to implement the transaction structure, effect the conversion of share classes, and permit the issuance/exchange mechanics central to the Business Combination.

3. 3

   Organizational Documents Proposal A — Classified PubCo Board (three classes

   ManagementBoard: FOR

   Non-binding advisory vote to approve Proposal A: adopt Proposed Organizational Documents providing for a classified PubCo Board with three classes (Class I, II, III) with staggered three-year terms subject to initial phase-in.

   More detail

   Proposal A is an advisory vote asking shareholders to approve adopting a three-class staggered board structure for PubCo upon closing. Management presents this not as a legal requirement but to solicit shareholder views on post-closing governance; the PubCo Charter/BYLAWS will take effect regardless of advisory outcome if the Business Combination closes. A three-class board is a common defensive governance structure that staggers director turnover and can insulate management from rapid changes, which can be valuable for strategic continuity but reduces shareholders’ ability to effect swift board change. The Board positions the change as part of aligning PubCo’s governance with its post-transaction needs, including continuity during integration, but discloses advisory nature and that it’s not legally binding on CEPT or PubCo. Investors should weigh the benefits of continuity and experience against the entrenchment risks and potential governance trade-offs, particularly as this structure can lessen shareholder influence at annual meetings. Given the advisory nature and Sponsor voting commitments, the Board recommends FOR, but shareholders should note that the underlying Proposed Organizational Documents will nonetheless take effect at Closing even if advisory votes fail. The recommendation includes acknowledgment of legal uncertainties regarding enforceability of certain provisions (e.g., exclusive forum) and the broader implications for shareholder litigation rights and corporate accountability.

4. 4

   Organizational Documents Proposal B — Plurality Voting / No Cumulative Voting

   ManagementBoard: FOR

   Non-binding advisory vote to approve Proposal B: require PubCo Board be elected by plurality of votes cast (no cumulative voting).

   More detail

   Proposal B requests advisory approval for adopting plurality voting for director elections (and eliminating cumulative voting) in the Proposed Organizational Documents. Plurality voting means nominees receiving the most votes win, which often favors slate-control and can make it harder for minority shareholders to elect directors via cumulative voting. Management frames this as a standard governance approach for Delaware incorporations and as part of the broader alignment of PubCo governance post-closing. Critics will see the change as further entrenching incumbent management, especially in combination with a classified board; supporters will point to predictability and alignment with market norms for public operating companies. Because the vote is advisory, it signals shareholder sentiment but does not prevent the Proposed Organizational Documents from becoming effective at Closing if the Business Combination and Merger approve. The CEPT Board recommends FOR, but investors should assess how plurality voting, together with other proposed charter/bylaw provisions, affects shareholder influence and director accountability after the Business Combination.

5. 5

   Organizational Documents Proposal C — Calling of Special Meetings

   ManagementBoard: FOR

   Non-binding advisory vote to approve Proposal C: limit the ability to call special meetings to the PubCo Board (by majority resolution) or the Chair of the PubCo Board.

   More detail

   Proposal C invites an advisory vote on adopting a restriction in the Proposed Organizational Documents permitting special meetings only at the Board’s or Chair’s initiative. Such a provision centralizes control over the timing and agenda of special meetings, which can limit activist or minority shareholder-led calls for extraordinary meetings and thereby reduce the risk of disruptive campaigns but may also constrain shareholder responsiveness to urgent governance issues. Management justifies the provision as consistent with Delaware corporation norms and helpful to orderly corporate governance in the post-closing public company. Because the vote is non-binding, PubCo will adopt the Proposed Organizational Documents at Closing regardless, but the advisory vote gives management a gauge of shareholder sentiment. Investors should consider the trade-off between governance stability and shareholder rights to call meetings when evaluating the recommendation; the CEPT Board recommends FOR the advisory item while disclosing conflicts and governance implications.

6. 6

   Organizational Documents Proposal D — PubCo Board Quorum and Board Procedures

   ManagementBoard: FOR

   Non-binding advisory vote to approve Proposal D: set PubCo Board quorum (majority) and procedural rules for adjournments and conduct of meetings in the Proposed Organizational Documents.

   More detail

   Proposal D is an advisory request to approve standard quorum and meeting procedures for the PubCo Board contained in the Proposed Organizational Documents. These provisions specify that a majority of directors constitutes a quorum and that a majority of directors present (when quorum exists) determines board action, with rules on adjournment and notice for adjourned meetings. Management frames these as routine governance mechanisms consistent with Delaware practice and necessary for effective board operation post-closing. Although advisory, the vote gives shareholders an opportunity to comment on governance mechanics that affect board deliberations, responsiveness, and continuity. Investors should note these are relatively standard provisions but that in combination with other governance changes (classified board, plurality voting) they shape oversight dynamics. The CEPT Board recommends FOR, while acknowledging the advisory nature and that the Proposed Organizational Documents will take effect at Closing regardless of the advisory vote outcome.

7. 7

   Organizational Documents Proposal E — Notice of Shareholder Actions and Meetings

   ManagementBoard: FOR

   Non-binding advisory vote to approve Proposal E: adopt notice periods for shareholder meetings (10–60 days) and procedures for shareholder proposals and nominations in PubCo’s Proposed Organizational Documents.

   More detail

   Proposal E asks shareholders, on a non-binding basis, to approve specific notice windows and procedural rules for shareholder proposals and nominations in PubCo’s Proposed Organizational Documents. These mechanics (10–60 day notice window and procedural requirements for bringing business) are intended to provide clarity, enable orderly meeting administration, and align with Delaware standards for public companies. Management argues that codifying these rules in PubCo’s bylaws will reduce ambiguity and facilitate corporate operations after closing; opponents might view overly prescriptive notice rules as barriers to shareholder activism or timely proposals. Because the vote is advisory, it is a signal rather than a gatekeeper; nonetheless, shareholders should evaluate how these procedural rules interact with other charter/bylaw changes in shaping shareholder access and influence. The CEPT Board recommends FOR the advisory resolution while noting the Proposed Organizational Documents will become effective at Closing if the Business Combination and Merger are approved.

8. 8

   Organizational Documents Proposal F — Exclusive Forum Provision

   ManagementBoard: FOR

   Non-binding advisory vote to approve Proposal F: include an exclusive forum clause in the PubCo Charter (Court of Chancery of Delaware for internal affairs and federal district courts for Securities Act claims) with limited exceptions.

   More detail

   Proposal F is an advisory request to adopt an exclusive forum provision in PubCo’s Proposed Organizational Documents, designating Delaware courts (and federal district courts for Securities Act claims) as the sole forum for many corporate disputes. Management argues this reduces duplicative multi-jurisdictional litigation, promotes consistent adjudication of corporate-law claims, and aligns with common public company practice for Delaware corporations. Critics caution that exclusive forum clauses can limit shareholders’ ability to choose a favorable jurisdiction, raise costs for plaintiffs (particularly non-U.S. shareholders), and may not be enforceable in every circumstance; the proxy specifically warns of potential uncertainty around enforceability and federal securities law jurisdiction. Although the advisory vote does not bind the company, it signals shareholder sentiment; PubCo will implement the Proposed Organizational Documents at Closing if the Business Combination and Merger are approved. The CEPT Board recommends FOR the advisory item but discloses trade-offs between litigation predictability and shareholder access to alternative forums.

9. 9

   The Nasdaq Proposal

   ManagementBoard: FOR

   Approve, for purposes of Nasdaq Rule 5635, the issuance by CEPT of up to 535,000 shares to repay sponsor debt and up to 22,500,000 PIPE Shares to PIPE investors, and authorize PubCo issuances in the Mergers and for equity incentive/ESPP reservations and assumed warrants — to the extent such issuances require Nasdaq shareholder approval.

   More detail

   The Nasdaq Proposal asks shareholders to approve, for Nasdaq Rule 5635 purposes, the issuance of a material number of CEPT and PubCo shares in connection with repayment of sponsor debt, the PIPE investment, merger consideration, shares reserved for incentive/ESPP plans, and shares issuable upon exercise of certain assumed warrants. This approval is procedural but essential for compliance with Nasdaq’s shareholder-approval thresholds when certain issuance amounts exceed percentage limits relative to pre-issuance outstanding shares. Management frames the request as necessary to permit the planned capital structure and to allow the PIPE proceeds and merger share issuance to be effected while maintaining eligibility for listing. The Board conditions the Nasdaq Proposal upon adoption of the Business Combination and notes the approval will be counted as an ordinary resolution (simple majority). Key considerations include the dilutive impact on public shareholders, the scale of issuances (hundreds of millions of PubCo shares in the aggregate), and the interaction with potential redemptions that could affect post-closing float and listing eligibility. The CEPT Board recommends FOR to enable the transaction and PIPE funding to proceed, but investors should weigh dilution and post-closing liquidity implications when deciding their votes.

10. 10

    The Adjournment Proposal

    ManagementBoard: FOR

    Approve an ordinary resolution to permit adjournment of the Meeting to a later date(s) determined by the Chairman if CEPT determines additional time is necessary or appropriate to complete the Business Combination or for any other reason.

    More detail

    The Adjournment Proposal asks shareholders to grant the Chairman and Board authority to adjourn the meeting to a later date or dates if additional time is required to complete the Business Combination or for other reasons. This is a routine procedural proposal intended to allow management to continue soliciting votes or to address closing contingencies without having to reconvene a new meeting. Management recommends FOR because, if the transaction requires more time to satisfy closing conditions (e.g., additional proxy solicitation, processing redemptions, or regulatory matters), adjournment avoids the need to start a new meeting process. The proposal is not conditioned on other proposals and will be voted as an ordinary resolution; abstentions/broker non-votes count for quorum but not as votes cast. Investors should note that adjournment authority could be used to extend solicitation periods in a contested environment, but it is common corporate practice and intended to facilitate orderly completion of the transaction. The CEPT Board unanimously recommends FOR the Adjournment Proposal to preserve flexibility in meeting logistics and voting outcomes.

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When is the Cantor Equity Partners II Inc 2026 special meeting?

Cantor Equity Partners II Inc (CEPT) holds its 2026 special shareholder meeting on Monday, June 29, 2026.

What is the record date for the Cantor Equity Partners II Inc 2026 meeting?

The record date for the Cantor Equity Partners II Inc 2026 meeting is Monday, May 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cantor Equity Partners II Inc's 2026 meeting?

The board is presenting 7 director nominees at the Cantor Equity Partners II Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cantor Equity Partners II Inc 2026 meeting?

Shareholders will vote on 10 proposals at the Cantor Equity Partners II Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.