XXI

#1608
Twenty One Capital, Inc. Class A Common Stock
6.1 4 USD
-0.04%
Market Price
Settore: Finanziario
Base: USD
Valuta di Profitto: USD
Intervallo Giornaliero
6.14
6.14
Intervallo Annuale
4.15
12.51
Variazione giornaliera
-4.06%
Variazione Mensile
+37.05%
Variazione di 6 mesi
+0.33%
Variazione Annuale
-42.83%
Chiusura Precedente
6.4 0
Open
6.1 4
Minimo
6.1 4
Massimo
6.1 4
Volume
1
Apri il grafico completo

Financials

Panoramica Estratto Conto Statistiche Documents

2026

Current report, 27 Aug 2026
Twenty One Capital, Inc. current report, 27 August 2026
8-K
Current report, Q3 FY2026
Twenty One Capital, Inc. current report, Q3 FY2026
8-K
Current report, Q3 FY2026
Twenty One Capital, Inc. current report, Q3 FY2026
8-K
Current report, Q3 FY2026
Twenty One Capital, Inc. current report, Q3 FY2026
8-K
Current report, Q2 FY2026
Twenty One Capital, Inc. current report, Q2 FY2026
8-K
Quarterly report, Q2 FY2026
Twenty One Capital, Inc. quarterly report, Q2 FY2026
10-Q
Current report, Q2 FY2026
Twenty One Capital, Inc. current report, Q2 FY2026
8-K
Current report, Q2 FY2026
Twenty One Capital, Inc. current report, Q2 FY2026
8-K
Current report, Q2 FY2026
Twenty One Capital, Inc. current report, Q2 FY2026
8-K
Current report, Q2 FY2026
Twenty One Capital, Inc. current report, Q2 FY2026
8-K

Twenty One Capital, Inc. current report, Q4 FY2025

Full document

Business Context and Reporting Period

This Form 8-K reports the consummation of a business combination between Twenty One Capital, Inc. ("Pubco"), Cantor Equity Partners, Inc. ("CEP"), and Twenty One Assets, LLC. The transactions closed on December 8, 2025. As a result, CEP ceased to be a shell company, and Pubco's Class A common stock began trading on the New York Stock Exchange under the symbol "XXI". The combined entity is a Bitcoin-focused holding company.

Key Financial Metrics and Capital Structure

  • Bitcoin Holdings: Immediately following the closing, Pubco holds a significant Bitcoin treasury. Contributions included 24,500 BTC from Tether and 7,000 BTC from Bitfinex. Additionally, Pubco purchased "PIPE Bitcoin" from Tether totaling approximately 7,111 BTC (comprising Initial, Option, and June PIPE Bitcoin) and received an additional 4,422.69 BTC as "Additional PIPE Bitcoin" in exchange for equity.
  • Debt Obligations: Pubco issued $486.5 million in aggregate principal amount of 1.00% convertible senior notes due 2030. These notes are senior, secured obligations backed by a first-priority security interest in approximately 16,116 BTC (valued at $1.46 billion at closing).
  • Equity Issuance: Pubco issued 20,000,000 shares to April Equity PIPE investors and 7,857,143 shares to June Equity PIPE investors. Tether and Bitfinex received Class A and Class B stock in exchange for their Bitcoin contributions. SoftBank received 89,106,748 shares from Tether in a separate transaction.
  • Liquidity and Cash Flow: The filing does not provide specific post-closing cash balance figures or operating cash flow metrics. Liquidity is supported by the PIPE investments and the secured nature of the convertible notes.

Material Changes and Transactions

  • Merger Completion: CEP merged with a Pubco subsidiary, and Twenty One Assets merged with another Pubco subsidiary. CEP shareholders received one Pubco Class A share for each CEP share held.
  • Shareholder Structure: Post-closing, Tether Investments holds approximately 45.1% of Class A stock and 51.3% of Class B stock. iFinex (Bitfinex) holds 17.1% of Class A and 19.5% of Class B. SoftBank (via Stellar Beacon LLC) holds 25.7% of Class A and 29.2% of Class B.
  • Redemptions: Approximately 1,596 CEP Class A Ordinary Shares were presented for redemption at $10.75 per share prior to closing.

Guidance, Governance, and Risks

  • Management Commentary: Management intends to retain earnings for business operations and does not anticipate declaring dividends in the foreseeable future. The strategy focuses on growing Bitcoin per share and developing Bitcoin-aligned financial products.
  • Governance: The Board of Directors consists of seven members: four designated by Tether, two by SoftBank, and the CEO. Significant corporate actions (e.g., selling Bitcoin, M&A, financing) require approval from holders with specific voting percentages (10% or 20% thresholds).
  • Lock-Up Agreements: Shares held by Tether, Bitfinex, and SoftBank are subject to a six-month lock-up period from the closing date, subject to certain exceptions.
  • Risks: Key risks include the volatility of Bitcoin prices, the company's status as a controlled company (exempt from certain corporate governance requirements), and the potential for the convertible notes to be converted into equity, diluting existing shareholders. The filing incorporates risk factors from the Proxy Statement/Prospectus by reference.

Investor Verification Checklist

  • Verify the exact total Bitcoin holdings and the valuation methodology used for the security interest backing the $486.5 million convertible notes.
  • Review the specific terms of the "Reserved Matters" in the Governance Agreement to understand the voting power required for selling Bitcoin or altering the business scope.
  • Confirm the conversion price and anti-dilution adjustments for the 1.00% convertible senior notes due 2030.
  • Examine the unaudited pro forma financial information (Exhibit 99.4) for a clearer picture of the combined entity's financial position.
  • Monitor the effectiveness of the S-1 registration statement for the resale of shares underlying the convertible notes, as this impacts the lock-up release date.