Securitize SECZ

Issuing entity

Securitize Corp., a Delaware corporation (EDGAR CIK 0002094496, SIC 6199 Finance Services), formed via the business combination of Cantor Equity Partners II, Inc. ('CEPT'), Securitize, Inc. ('Old Securitize') and Securitize Holdings, Inc. under a Business Combination Agreement dated 2025-10-27, consummated 2026-07-01 after stockholder approval on 2026-06-29. NYSE listing certified 2026-07-01 (Form CERT), 8-A12B filed 2026-06-30, first trade 2026-07-02. Register maintained by Securitize Transfer Agent, LLC — SEC Transfer Agent File No. 084-06638, CIK 0001782266, with a live filing history (TA-1 through TA-1/A and annual TA-2s). Access gated by the group's SEC-registered, FINRA-member broker-dealer and ATS.

Entity jurisdiction

Delaware corporation, principal operations United States. All regulated entities in the stack are SEC-registered/FINRA-member US entities.

Governing law

Delaware General Corporation Law governs the common stock and the share register; US federal securities law governs the listing, the transfer agent (Exchange Act §17A and Rules 17Ad-1 to 17Ad-21) and the broker-dealer/ATS gating access. No separate token terms of service or holder agreement for Tokenized SECZ was located; the operative public instrument is the Form S-1 prospectus risk factor plus the Securitize platform's general investor terms (not located in tokenized-SECZ-specific form).

Regulatory status

The most heavily regulated of the three Solana-native issuers examined, and the only one where the tokenization vendor is itself the registrant. The underlying security is registered common stock of a Delaware SEC-reporting company listed on the NYSE (S-4 registration statement effective 2026-06-05; S-1 filed 2026-07-31, EFFECT 2026-08-07; 424B3 prospectuses 2026-08-07 and 2026-08-13). Securitize Transfer Agent, LLC is an SEC-registered transfer agent (File No. 084-06638). The S-1 describes the group as 'the only vertically integrated tokenization provider with SEC-registered entities across a transfer agent, broker-dealer, alternative trading system (ATS), investor advisor and fund administration'. Access to the tokenized form is intermediated by a regulated broker-dealer: 'Access to Tokenized SECZ is restricted to holders who meet the onboarding requirements of Securities Markets, LLC, a SEC registered and FINRA member broker dealer' (note: the S-1 renders the entity name as 'Securities Markets, LLC'. RESOLVED 2026-09-17 against a primary source: Securitize's own 2026-07-02 press release names 'Securitize Markets, LLC, an SEC-registered broker-dealer and member FINRA/SIPC that operates an SEC-regulated Alternative Trading System (ATS)', so the S-1 wording is a typographical error in a registration statement and the gatekeeping broker-dealer is Securitize Markets, LLC). No exemptive relief or no-action letter for the tokenized form was located; the S-1 warns that 'market intermediaries may face unclear or evolving obligations'.

Holder claim

The holder owns the actual registered common share. The S-1 risk factor is unambiguous on two points at once: 'we enabled Tokenized SECZ, a natively tokenized version of our common stock. Tokenized SECZ is not a separate share class' and 'Tokenized SECZ provides an additional mechanism for investors to hold and transfer shares in the Company'. The issuer's own press release adds that this is an 'issuer-sponsored tokenization of the same common stock trading on the NYSE' and that 'Tokenization changes the form of ownership; it does not change the underlying nature of the share or override applicable legal, contractual or transfer restrictions.' Holders may move between forms: 'holders of SECZ may elect to switch between tokenized SECZ and nontokenized SECZ'. There is no SPV, receipt or nominee layer in the legal structure — but access runs through a broker-dealer's onboarding, so whether the holder is a registered holder of record in their own name or a customer of the broker-dealer is NOT established by any document located, and this is the central unresolved question for this issuer.

Underlying custodian

No custodian is interposed for the security itself — the token is the share and the register is Securitize Transfer Agent, LLC's master securityholder file. For its own corporate digital assets Securitize discloses self-custody via Fireblocks MPC ('enables us to retain exclusive control over the authorization of transactions without ever generating or storing a traditional private key'), and states that 'In the case of Securitize-issued tokenized securities held in self-custody utilizing Fireblocks infrastructure, Securitize has manual safeguards in place which help retain the appropriate records of ownership should the automated blockchain systems fail which it controls in its capacity as transfer agent.' Investor-side custody may be self-custody (see transferRestrictions) or broker/custodian-held; the split is not disclosed.

Available

Yes

Eligibility

Holders who have completed the broker-dealer onboarding: 'Access to Tokenized SECZ is restricted to holders who meet the onboarding requirements of Securities Markets, LLC, a SEC registered and FINRA member broker dealer.' The issuer's press release adds that the tokenized form is for 'eligible U.S. investors' subject to 'onboarding, KYC/AML verification, jurisdictional eligibility checks'. Certain Avalanche holdings are additionally subject to business-combination lock-up agreements.

Route / rails

Bidirectional switching between forms is asserted in one subordinate clause: "holders of SECZ may elect to switch between tokenized SECZ and nontokenized SECZ". Only the INBOUND leg is documented, and it is a coordination between two transfer agents rather than an internal book movement: the holder asks their broker to move the shares out of street name "through the Direct Registration System (DRS) or Deposit and Withdrawal at Custodian (DWAC) method" to Continental Stock Transfer (DRS & DWAC #7808); Continental then "records you as the registered owner of the shares" and issues a statement; and only "Once your shares are registered directly on the transfer agent's shareholder ledger" can they be converted into tokenized form and issued to a Securitize-registered wallet. Securitize warns that "Not all brokers support DRS transfers" and that broker fees vary. The OUTBOUND leg — de-tokenization back to the Continental book-entry position — has no published procedure, burn address, processing time or fee anywhere, and the unquantified switch latency is the constraint the S-1 itself blames for potential price discrepancies between the two forms.

KYC

Yes

Minimum

unknown

Fees

unknown

Timing

Not established

Transfer mechanism

program-mediated, per-token whitelist. On-chain: Token-2022 DefaultAccountState=Frozen (verified 2026-09-16), so every new SECZ token account is frozen at birth and only the freeze authority (8Twerer..., an apparent program PDA) can thaw it; plus PausableConfig for a global halt. Off-chain: the Securitize Connect API documents wallet whitelisting scoped to a specific token ('adds a wallet address to the whitelist of an specific token', requiring a tokenId, since 'in a given domain there may be multiple tokens'), with wallet statuses 'ready, pending, failed' and a 'not-authorised' response state. Notably the whitelist is NOT tied to a platform-hosted wallet: 'This is not required, as the whitelisting at token level does NOT require the wallet being registered at Securitize iD' — a self-custodied address can be whitelisted directly. Contractually: 'Tokenization changes the form of ownership; it does not change the underlying nature of the share or override applicable legal, contractual or transfer restrictions', and specific Avalanche holdings carry business-combination lock-ups. US persons are the TARGET market here ('eligible U.S. investors'), which inverts the usual tokenized-equity geofence.

US persons excluded

No

Collateral ratio

1:1

Composition

shares

Rehypothecation

undisclosed

Bankruptcy remote

Yes

Security interest

No

Verification type

transfer-agent-register

Verification agent

Two transfer agents, and only the tokenized one is an affiliate. (1) Continental Stock Transfer & Trust Company — SEC transfer agent File No. 084-00034, CIK 0000024179, DRS & DWAC #7808 — is the transfer agent of record for the Securitize common stock, named in the S-1/424B3 Description of Securities and in Securitize's own tokenize instructions, and independent of the issuer. (2) Securitize Transfer Agent, LLC — SEC transfer agent File No. 084-06638, CIK 0001782266 — is the "exclusive digital transfer agent for tokenized securities issued on Securitize's platform" and keeps the control book and master securityholder file for the tokenized units; it is an affiliate of the issuer, not an independent party, and is never named in the S-1. No transfer-agency agreement for SECZ is published on either side, so the division of the books between them, and how the two are reconciled, rests on the issuer's own description.

Verification frequency

continuous, claimed — 'every transaction and ownership record is maintained on a single, verifiable ledger accessible in real time'; multichain deployments 'are managed and reconciled through the same control book and master securityholder file to ensure that total outstanding units remain consistent and singular across chains'

Verification notes

NO PUBLIC VERIFICATION FEED. Securitize publishes no instruments API, no per-token supply endpoint, no allowlist enumeration and no reconciliation report for SECZ. The token's TokenMetadata URI (https://metadata.securitize.io/secz.json) resolves but contains only name, symbol, description and image — no CUSIP/ISIN, no register link, no supply, no attestation. The Securitize Connect API (https://sec-connect-api-docs.securitize.io/wallets) documents the whitelisting mechanism but is an authenticated partner API, not a public verification surface. VERIFIED ON SOLANA MAINNET BY RWA-SONAR, 2026-09-16 (slot ~447535518): mint 5VzwKkvynPJzcgwhBe7ESEyNgqMbo15yBu7Sehssd9ED is a Token-2022 mint, decimals 6, supply 148,998.000000, name 'Securitize Corp.', symbol 'SECZ'; 117 Token-2022 accounts exist for the mint (getProgramAccounts with mint filter); extensions MetadataPointer, PausableConfig, DefaultAccountState=Frozen, PermanentDelegate, ScaledUiAmount, TokenMetadata; NO TransferHook. Authority topology, and this is the notable finding: mintAuthority == freezeAuthority == 8TwererfKZwiBfKQs2bQmVRrezqeFG3JvrVsbpGaPbQs, and getAccountInfo on that address returns null — a zero-lamport, never-initialized account, which is the signature of a program-derived address used as a CPI signer rather than a funded wallet. That is a MEANINGFULLY BETTER key posture than Bullish, whose mint/freeze authority is a plain funded wallet: it implies a Securitize program mediates minting and thawing. It is not proof — the owning program was not identified, and the separate authority on the extensions (D2kGPFTyGSeeTSCA1kEzKZNrdMvYKPLdZtrmAnnK6jCS, which holds permanentDelegate, pausable, scaledUiAmount, metadataPointer and tokenMetadata update authority) was not resolved either. MEASURED CONTRADICTION: press coverage (CoinDesk, PRNewswire, RWA.xyz-sourced) reports '$295 million in tokenized shares'. The Solana mint holds 148,998 tokens, worth roughly $1.24M at the ~$8.35 price Jupiter reported on 2026-09-16 — about 0.4% of $295M. Either essentially all of the $295M sits on Avalanche (consistent with the S-1, which puts the locked-up business-combination shares there) or the $295M figure is not comparable to on-chain supply. Any grading that attributes the $295M headline to Solana is wrong by more than two orders of magnitude.

How custody affects DeFi enforcement →

Dividends

none

Voting

full

Corporate actions

Securitize markets corporate-action servicing as a core transfer-agent capability — the S-1 describes 'a comprehensive suite of securities services including real-time approval, record-keeping, distributions, dividend issuances and compliance solutions' — so the institutional machinery genuinely exists and is exercised for third-party issuers (BUIDL and others). For SECZ specifically nothing has been exercised: Securitize Corp. declares no dividend, so the distribution path is untested on its own stock; the mint's ScaledUiAmount multiplier is 1, so no split has occurred; and no tokenized-holder proxy process or on-chain voting is documented. Two mechanisms are disclosed that are unusual and material. (1) FORK POLICY: 'In the event of such a fork, Securitize would determine which chain constitutes the valid and authoritative record for purposes of ownership, recordkeeping, and the exercise of holder rights such as voting, redemptions, and distributions. Tokens existing on other forked chains would not be recognized as valid representations of the securities' — a rare, explicit, pre-agreed chain-exception policy, and simultaneously a statement that the issuer, not the chain, decides. It adds that it 'would generally expect to follow the fork recognized by principal stablecoin issuers used in settlement flows' and that 'In extreme circumstances, Securitize may determine that migrating assets to an alternative fork is necessary'. (2) MANUAL FALLBACK: 'Securitize has manual safeguards in place which help retain the appropriate records of ownership should the automated blockchain systems fail which it controls in its capacity as transfer agent' — an explicit off-chain recovery path that exists precisely because the chain is not the record. Emergency halt: PausableConfig on the mint, with no published policy for its use.

Pricing

reference market: exchange-nbbo · arbitrageable: true · notes: The same class trades on NYSE under SECZ, so a continuous reference price exists, and the token has on-chain liquidity: 'Trading of Tokenized SECZ on Solana is now enabled via on-chain liquidity provision partners', and Jupiter priced the mint at ~$8.35 on 2026-09-16 with a reported holder count of 44 and roughly $1.24M market value. The issuer is candid about the basis risk in its own prospectus: 'the simultaneous existence of both could potentially fragment liquidity across platforms, affect bid-ask spreads (particularly outside NYSE trading hours), and result in price discrepancies between Tokenized SECZ and nontokenized SECZ—especially if arbitrage is limited by operational or regulatory constraints', and 'Blockchain-based trading mechanisms may have significantly less liquidity and volume compared to national securities exchanges, such as NYSE'. Arbitrage is real but constrained twice over: the switch between forms has no published latency, and only broker-dealer-onboarded persons can hold the tokenized side at all, so the arbitrageur set is permissioned. Jupiter reported a -100% 24h volume change on 2026-09-16, i.e. no trades that day — the on-chain market exists but is thin. No oracle price feed for the Solana mint was located.

• Securitize Corp. Form S-1, filed 2026-07-31 — THE definitive primary document. Contains the 'tokenization of our common stock' risk factor ('Tokenized SECZ is not a separate share class'; broker-dealer onboarding gate; Solana trading via liquidity partners; Avalanche lock-ups; price-discrepancy warning), the blockchain-fork risk factor (control book, master securityholder file, Securitize determines the authoritative chain), the Fireblocks/manual-safeguards disclosure, and the 21-chain integration list.
• Securitize Corp. Form 424B3 prospectus, filed 2026-08-07 (registration effective per EFFECT 2026-08-07)
• Securitize Corp. Form 8-K filed 2026-07-08 — the business-combination 'super 8-K' (Items 1.01, 2.01, 3.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 9.01) for the Closing on 2026-07-01
• Securitize Corp. Form 8-K filed 2026-08-12 with Exhibit 99.1, Q2 2026 earnings release (mentions Solana)
• Securitize Transfer Agent, LLC SEC transfer-agent registration filings, SEC File No. 084-06638, CIK 0001782266 (TA-1 plus multiple TA-1/A amendments and annual TA-2 reports)
• Securitize press release, 2026-07-02 — 'Tokenizing SECZ: Securitize Brings Its Own Public Stock Onchain at Listing Day'. Names Securitize Transfer Agent, LLC; 'issuer-sponsored tokenization of the same common stock trading on the NYSE'; 'Tokenization changes the form of ownership; it does not change the underlying nature of the share or override applicable legal, contractual or transfer restrictions.'
• Securitize Connect API documentation — Wallets. Documents per-token whitelisting (tokenId required), wallet statuses 'ready, pending, failed' and 'not-authorised', and that 'whitelisting at token level does NOT require the wallet being registered at Securitize iD' (i.e. self-custodied addresses can be whitelisted).
• SECZ token metadata document referenced by the mint's TokenMetadata extension — resolves, on an issuer-controlled domain, but carries only name, symbol, description and image; no CUSIP/ISIN, no register link, no supply, no attestation
• Securitize tokenize instructions for SECZ — the issuer's own step-by-step route, and the document that settles who the holder of record is: "The transfer agent for Securitize Corp is Continental Stock Transfer (DRS & DWAC #: 7808)", "the transfer agent records you as the registered owner of the shares", and tokenization only "Once your shares are registered directly on the transfer agent's shareholder ledger". Client-rendered; read in a headed browser on 2026-09-18.
• Securitize Transfer Agent Terms of Service (last update June 2026) — the only holder agreement that governs the tokenized position: §5.1 TA services, §5.2 "Securitize acts as agent of the relevant issuer, not as a fiduciary to investors", §5.5 suspension grounds, §10.3 the $1,000 liability cap, §17.4 compliance with court and law-enforcement requirements
• Securitize Terms of Service (last update March 2026) — platform-level terms: account security and third-party access, refusal-to-process notice and error-correction procedure (§5), termination at will (§12), compliance with governmental and court requests (§16)
• Securitize Markets Terms of Service — the broker-dealer/ATS leg: §5.2 "Eligibility to trade on the ATS is determined by Securitize Markets in its sole discretion, subject to applicable law"
• Securitize Markets ATS Subscriber Manual v2.0, September 2026 — the ATS rulebook behind the gate: subscriber eligibility, order handling and the 1% commission per secondary transaction
• Securitize disclosure library — the index of every US disclosure document, which is how the three Terms of Service above were located; the token-terms gap this dossier recorded was an index gap, not an absence
• stocks.securitize.io — the SECZ trading front end (RFQ quotes, the 0.10% platform fee covering gas) and the entry point to the tokenize instructions
• SECZ platform FAQ — seven answers covering who may trade, how prices are expressed, order type and price discretion, platform fees, exchange-rate refresh and order creation; also the source of "Securities can only move between whitelisted wallets on the platform"
• EDGAR transfer-agent registration filings for Continental Stock Transfer & Trust Co, SEC File No. 084-00034, CIK 0000024179 — establishes that the independent registrar of record is itself an SEC-registered transfer agent with a current filing history (annual TA-2s through 2026-03-30, TA-1/A 2026-06-30)
• 8 Del. C. subchapter V — the statutory basis for a tokenized register: §151(f) makes the rights of holders of uncertificated and certificated stock identical, and §224 permits the stock ledger to be kept on "1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases)" provided it can produce the §219/§220 stockholder list
• Continental Stock Transfer shareholder FAQs — the independent registrar's own procedures for the cases no Securitize document addresses: lost certificates (stop, surety bond, affidavit of loss and indemnity) and estate transfers (certified death certificate, notarised affidavit of domicile, medallion-guaranteed stock power)

Inspect source freshness and individual claims →

• MINT ATTRIBUTION IS INFERRED, NOT PUBLISHED. Securitize has published no Solana contract address anywhere located. 5VzwKkvynPJzcgwhBe7ESEyNgqMbo15yBu7Sehssd9ED is attributed on the strength of its TokenMetadata URI pointing at metadata.securitize.io, matching name/symbol, the Token-2022 compliance extension set, a 2026-06-29 creation date (three days before listing) and a registry verified flag. That is strong circumstantial evidence, not issuer confirmation. Given four SECZ-branded impersonation mints on Solana, the single highest-value next step is asking Securitize IR to publish canonical addresses. Treat the address as high-confidence-but-unconfirmed until then.
• Where is the $295M? Press reports $295M of tokenized SECZ; the Solana mint holds 148,998 tokens (~$1.24M). The S-1 puts locked-up business-combination shares on Avalanche, so the balance is presumably there — but Securitize publishes no per-chain supply figures and nothing reconciles the headline to the chains. The Avalanche contract address should be identified and its supply read to close this.
• ANSWERED (2026-09-18): a tokenized holder is a registered holder in their own name, not a customer position behind the group's broker-dealer. Securitize's own tokenize instructions route the holder through direct registration BEFORE any token exists — the broker DRS/DWACs the shares to Continental Stock Transfer, "the transfer agent records you as the registered owner of the shares", the holder gets "an account statement or confirmation showing your name, account number, and the number of shares you hold", and only then can the position "be converted into tokenized form". Broker-dealer onboarding still gates ATS access and the whitelist still gates the wallet, but the ownership itself is direct registration. Residual gap: nothing published says whether the tokenized units are shown on Continental's ledger, on Securitize's control book, or on both.
• What is the correct name of the gatekeeping broker-dealer? The S-1 says 'Securities Markets, LLC'; Securitize's broker-dealer is publicly known as Securitize Markets, LLC. Most likely a typo in a registration statement, but it is the entity that controls who may hold the security, and it should be confirmed against the FINRA/SEC BD registration rather than assumed.
• Which entity holds the on-chain authorities, and under what program? 8Twerer... (mint + freeze) is an apparent PDA whose owning program was not identified; D2kGPFTyGSeeTSCA... (permanent delegate, pause, split, metadata) was not resolved at all. Whether these sit with Securitize Transfer Agent, LLC (the regulated registrar) or with an operating affiliate matters legally, and whether the program has a timelock or multisig gate matters for grading. Fireblocks MPC is disclosed for corporate treasury only.
• What are the 117 token accounts? 148,998 tokens across 117 accounts, with Jupiter reporting 44 holders and a top-holders concentration of ~11.7%. How many are investor self-custody wallets versus platform/custodian/liquidity-pool accounts is unknown. getTokenLargestAccounts on the public RPC returned HTTP 429 on 2026-09-16 and should be retried against a paid endpoint.
• Who are the 'on-chain liquidity provision partners' on Solana? The S-1 says Solana trading 'is now enabled via on-chain liquidity provision partners' without naming them. Since holding SECZ requires whitelisting, a liquidity pool must itself be whitelisted — so the pool addresses, and whether pool LPs must be onboarded, are open. Jupiter reported zero volume in the 24h to 2026-09-16.
• Is SECZ actually live as DeFi collateral? Press of 2026-08-20 reports SECZ linked to Solana on-chain credit markets. Unverified by rwa-sonar. If true it would need an oracle feed (none located) and would raise the same jurisdiction-of-use question the Superstate/Kamino integration raises.
• Has the fork policy ever been applied, and who bears the loss? The S-1's fork provisions are the most developed chain-exception policy in this universe, but they allocate authority without allocating loss: nothing states what happens to a holder whose tokens end up on the chain Securitize does not recognise, or who compensates them. Also note the dependency it creates — the tie-break heuristic is whichever fork 'principal stablecoin issuers used in settlement flows' recognise.
• How do dividends, proxy voting and splits work for a tokenized holder? Securitize sells 'distributions, dividend issuances' as transfer-agent services and runs them for third-party issuers, but Securitize Corp. pays no dividend, the ScaledUiAmount multiplier is 1, and no tokenized-holder proxy process is documented. Untested on its own stock. Note the earnout structure (VWAP thresholds of $15/$20/$25 triggering Securitize Earnout Shares over five years from Closing) will cause share issuance that must propagate to the mint — a live, dated test of the control-book-to-chain path.
• What is the token-to-nontokenized switch latency and fee? Unpublished, and it is the constraint the S-1 itself blames for potential price discrepancies.
• Has the Solana token program been independently audited? Nothing public ties an audit to this deployment, despite Securitize's scale (BUIDL alone was >60% of its tokenized AUM at 2025-09-30) and its 21-chain integration.
• What is the de-tokenization route? The S-1 asserts holders "may elect to switch between tokenized SECZ and nontokenized SECZ" and the issuer publishes the inbound leg in full (DRS or DWAC to Continental, then issuance to a whitelisted wallet), but no document anywhere describes the outbound leg — no burn address, no request form, no latency, no fee and no statement of who bears the price risk while the position is in transit between the two forms.
• How are the two registers reconciled, and which one governs? Continental Stock Transfer keeps the register of record for the common stock; Securitize Transfer Agent, LLC keeps the control book and master securityholder file for the tokenized units and is "the exclusive digital transfer agent". No transfer-agency agreement for SECZ is published on either side, so the division of the books, the reconciliation cadence and the tie-break on a discrepancy are all undisclosed — exactly the gap Bullish closes explicitly with its register-of-members tie-break.
• TO WATCH, not decided: two patent actions in D. Del. name Securitize I, Inc. — Securitize I v. tZERO Group, 1:26-cv-00722 (patents said to read on the DS Protocol and Vault Registrar; motion-to-dismiss briefing closed 2026-09-04) and Liquid Rarity Exchange v. Securitize I, 1:26-cv-00698. Neither has a merits decision. Both were found through a CourtListener RECAP search (recorded in whatIf[court-order].searched) and neither docket has been read in full; they are case-law watcher candidates because the technology they touch is the platform the tokenized register runs on.
• HUMAN LOOK NEEDED: the Securitize help-centre article "What if I lost access to my wallet?" (investorsupport.securitize.io/hc/en-us/articles/7331990591127) is indexed and exists but is Cloudflare-challenged to curl, WebFetch and a launched headed Chrome, so the issuer's own published lost-key procedure for investors has not been read. The S-1's burn-and-reissue passage sits in the MD&A discussion of tokenized FUNDS and is not applied to Tokenized SECZ by name anywhere.