Securitize Corp. S-1IPO prospectus

Executive Summary

Securitize earns tokenization, integration, transaction and asset-servicing fees through a regulated platform connecting securities issuers and investors to blockchain infrastructure. FY2025 revenue grew 233% to $62.2M, but net loss widened to $(48.5)M; Q1 2026 growth slowed to 38.8%, driven by acquired servicing operations while tokenization revenue edged down. This filing is not an IPO: following its completed business combination, Securitize is registering 152M shares for potential secondary resale, with no proceeds to the company. At the 7/29/2026 reference price of $6.60, issued shares imply a $1.08B market capitalization and 17.3× FY2025 revenue, requiring durable institutional adoption and better cash conversion despite reporting-control weaknesses and substantial resale supply.

The Offering

• Size and implied valuation: 151,568,524 registered resale shares represent $1.00B at $6.60, not a committed gross raise. Against 163,265,685 issued shares, implied capitalization is $1.08B, or 17.3× FY2025 revenue; registered shares equal 92.8% of that count, not a newly purchased stake. The prospectus’s stated “after offering” count of 314,834,209 mechanically adds resale shares, implying $2.08B, 33.4× revenue and 48.1% registered-share coverage, but should not be treated as new issuance.
• Potential dilution: including 6.25M company earnout shares, 3.71M warrant shares, 10.1M assumed-option shares from the transaction financial presentation, and 16.3M equity-plan reserves gives a potential fully diluted count of 200M and $1.32B capitalization at $6.60. Reserves are not granted awards, and contingent shares may never issue.
• Terms and recipients: preliminary prospectus dated 7/30/2026; resales may occur at market-related or negotiated prices after effectiveness. Selling holders receive sale proceeds and pay commissions; Securitize bears registration expenses. SECZ began NYSE trading on 7/2/2026.
• Completed financing: the 7/1/2026 combination included a private investment of 19.8M shares at $10.00, raising $198M gross and $189M after stated issuance costs for transaction expenses, working capital and general purposes. Redemptions removed $72.5M; exercise of a preferred-stock purchase option added $20.0M. Cantor Fitzgerald and Citi served as private-placement agents.
• Asset backing and capitalization: the illustrative combined balance sheet shows $309M of tangible common equity, computed by subtracting goodwill and intangibles from equity. Across closing shares, that is $1.89 per share vs the $6.60 reference price—a $4.71 gap, not prospectus IPO dilution. Conversions of preferred stock, convertible notes and other financing instruments explain much of the equity improvement.
• Lock-ups and supply: former Securitize holder restrictions generally run 180 days from closing, with price-based early releases beginning after 90 days; founder shares have similar restrictions at lower thresholds. Restrictions initially covered ≈73% of shares, while the sponsor’s 0.580M privately purchased shares have a 30-day restriction. Registration enables sales but does not establish their timing.

Key Financial Highlights

Historical figures below are Securitize’s operating business before the public-listing transaction. “After combination” is the illustrative combined balance sheet as if the completed transaction occurred on 3/31/2026—not actual closing cash or proceeds from this resale.

• Growth quality: MG Stover contributed $4.8M of Q1 servicing growth but brought a higher-cost model, compressing gross margin despite increased scale.
• Earnings quality: FY2025 losses included $22.9M of financing-instrument fair-value losses; adjusted EBITDA excludes these, stock-based compensation and other adjustments, so it does not establish cash profitability.
• Cash conversion: noncash valuation and compensation charges explain much of the annual loss-to-OCF gap. Q1 cash use increased as stock-based compensation fell and working capital absorbed cash; contract assets reached $15.3M at FY2025 year-end.
• Equity bridge: the pre-listing deficit reflects accumulated losses of ≈$173M and $126M of preferred equity classified outside stockholders’ equity—not simply borrowing. Conversion of financing instruments and new cash funding reverse the deficit; the combined liabilities include $82.9M of earnout liabilities subject to earnings remeasurement.

Business Model and Growth Drivers

Tokenization supplied $37.4M, or 60.2%, of FY2025 revenue; asset servicing supplied $24.7M. Revenue combines upfront onboarding and blockchain integration, recurring maintenance and administration, and transaction-based fees.

Average tokenized assets under management were $3.15B in Q1 2026. Management cautions that this is an indirect activity indicator, not a direct revenue driver. Q1 transaction volume was $1.9B; its definition includes investments, redemptions, dividends and cross-chain movements, rather than trading alone.

BlackRock’s BUIDL represented more than 60% of tokenized assets under management on 9/30/2025. Two customers generated 21% of FY2025 revenue, while two represented 63% of contract assets. Management’s strategy emphasizes Treasury funds, private credit, public equities and European trading infrastructure; the pending European trading-and-settlement license and planned NYSE-related platform remain execution opportunities, not completed deployments.

Governance and Control

• Voting: one common class, one vote per share. Former Securitize holders and the sponsor collectively owned ≈77% at closing, concentrating influence without super-voting stock.
• Major holders: Hanwha 9.6%, Blockchain Capital 6.0%; directors and executives collectively held 11.7% beneficial ownership.
• Board: five of seven directors are independent; CEO Carlos Domingo also chairs the board. Staggered three-year terms and restricted removal make leadership changes harder.
• Conflicts and incentives: substantial insider loans were settled before listing but predated the new audit-committee review policy. The incentive-plan reserve can increase annually by 5% of outstanding shares, creating continuing dilution capacity.

Risk Assessment

• Reporting controls: material weaknesses caused errors and FY2023–FY2024 restatements and persisted through FY2025; KPMG replaced Wolf in 2025 without reported disagreements.
• Customer dependence: BUIDL concentration and nonexclusive, generally non-long-term institutional arrangements expose adoption, revenue and reputation to customer departures.
• Adoption and valuation: 17.3× FY2025 revenue requires sustained growth and monetization, while Q1 tokenization revenue declined slightly and competition can pressure fees.
• Regulation: licensing, custody and broker-dealer capital requirements can delay products or restrict operations.
• Technology resilience: incomplete system redundancy, blockchain dependencies and uninsured corporate crypto custody expose service continuity and assets to loss.
• Founder dependence: Domingo is identified as critical, and no key-person life insurance protects against his unavailability.
• Cash and share supply: recurring operating outflows, contingent awards and extensive registered resale supply can require additional financing or pressure shareholder returns.

Investor Actionables

The investment case requires institutional tokenization to become a durable, cash-generating business. This resale funds existing holders, not operations; the completed combination supplied business funding.

• Tokenization demand: Q1 revenue of $11.1M vs $11.3M tests whether institutional adoption translates into fees. Renewed growth supports the case; continued stagnation despite asset growth undermines monetization.
• Servicing integration: Q1 servicing revenue of $8.34M and 77.1% consolidated gross margin establish the baseline. Growth with stabilizing margins supports acquisition economics; further margin compression weakens them.
• Cash conversion: Q1 OCF of $(9.09)M tests whether growth converts into cash. Narrowing outflows support self-funding; persistent burn despite higher revenue does not.
• Reporting reliability: subsequent filings should demonstrate remediation of FY2025 material weaknesses. Clean reporting without further corrections supports confidence; additional material errors undermine it.