Cantor Equity Partners II, Inc. Securities Lawsuit Investigation

Shamis & Gentile P.A., a law firm that advocates for investors who are victims of securities fraud, is investigating potential claims against Cantor Equity Partners II, Inc. (CEPT)

If you held Cantor Equity Partners II shares when the proposed merger with Securitize, Inc. was announced on October 27, 2025, and continue to hold them today, you may have legal options to ensure the transaction provides fair value and full disclosure to shareholders.

About Cantor Equity Partners II

Cantor Equity Partners II is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands. As disclosed in its prospectus, CEPT’s sole business purpose is to identify and merge with an operating business.

What's being investigated

Lawyers are investigating whether Cantor Equity Partners II’s directors and affiliates fulfilled their fiduciary duties in connection with the proposed business combination with Securitize. On October 27, 2025, the parties entered into a business combination agreement valuing Securitize at approximately $1.25 billion, followed by October 28 disclosures that outlined sponsor economics and an upsized $225 million PIPE.

The investigation examines whether the board conducted a fair and informed process, including whether all reasonable strategic alternatives were considered and whether potential conflicts of interest, sponsor incentives, or disclosure practices affected the fairness of the transaction.

Shareholders have questioned the absence of a third-party fairness opinion, the adequacy of disclosures about valuation and regulatory risks, and whether affiliate economics differed meaningfully from those available to public shareholders.

Your Rights and Next Steps

This is an active investigation into whether Cantor Equity Partners II’s directors and affiliates fulfilled their fiduciary duties in connection with the proposed Securitize merger. If you were a CEPT shareholder at the relevant times and still hold shares today, you may have certain rights.

Shareholders who meet these criteria may consider the following options:

• Join as a plaintiff in a shareholder action if evidence supports claims of breaches of duty or unfair process.
• Seek changes to the merger agreement that provide for improved disclosures or fairer transaction terms.

Shareholder actions of this type require that you held CEPT shares at the time of the merger announcement and continue to hold them until the matter is resolved or the merger closes.

What Shareholders Can Do

Securities investigations are time-sensitive. If you have held Cantor Equity Partners II securities since the October 27, 2025 announcement, you may have legal options to ensure the transaction provides fair value and full disclosure to shareholders, at absolutely no cost to you.

To protect your rights, complete the form below to join the investigation.