DEFM14A: Cantor Equity Partners to Merge with Twenty One Capital

Sentiment:

Proxy Statement/Prospectus for Business Combination 6 November 2025 6:32 AM

📋All filings for Cantor Equity Partners, INC

Cantor Equity Partners, Inc. (CEP) is set to merge with Twenty One Capital, Inc. (Pubco), a Bitcoin-focused company, in a transaction that will see Pubco become publicly traded and hold over 43,500 Bitcoin.

Capital raiseConvertible Notes PIPE: $340.2 million aggregate principal amount of 1.00% convertible senior notes due 2030.Option Notes: An additional $100 million aggregate principal amount of Convertible Notes, fully subscribed.April Equity PIPE: $200 million aggregate purchase price for 20,000,000 CEP Class A Ordinary Shares ($10.00/share), including 347.6168 Bitcoin in-kind.June Equity PIPE: $165 million aggregate purchase price for 7,857,143 CEP Class A Ordinary Shares ($21.00/share), including 132.9547 Bitcoin in-kind.The proceeds from PIPE Investments will be used to purchase PIPE Bitcoin and cover transaction expenses, with any remainder for general corporate purposes and additional Bitcoin purchases.Pubco and Twenty One may seek additional third-party financing (debt or equity) for various purposes.

Worse than expectedPubco's transaction Enterprise Value to Bitcoin Value (EV/BTC) multiple was 0.96x, which is significantly lower than the mean (1.96x) and median (1.83x) of comparable Bitcoin Treasury Companies.The company has no operating history and has not generated revenue, leading to expected future losses and negative cash flows.The company's liquidity condition raises substantial doubt about its ability to continue as a going concern.Public shareholders will experience substantial and immediate dilution upon closing due to the Sponsor's low-cost acquisition of Founder Shares and the issuance of Pubco Stock in the Business Combination and PIPE Investments.Public shareholders will have no voting rights for Pubco Class A Stock until all Class B Stock is canceled, giving concentrated control to Tether, Bitfinex, and SoftBank.

Summary

Cantor Equity Partners, Inc. (CEP), a SPAC, is merging with Twenty One Capital, Inc. (Pubco), a newly formed Bitcoin-focused operating company.
The transaction involves CEP merging into Pubco's subsidiary, and Twenty One Assets, LLC (the operating company) merging into another Pubco subsidiary, with Pubco becoming a publicly traded company.
Pubco's Class A Stock is expected to be traded on NYSE or another national exchange under the symbol XXI.
Upon closing, Pubco is expected to hold approximately 43,500 Bitcoin.
Pubco's business plan includes strategically accumulating Bitcoin, actively managing its Bitcoin holdings, and developing educational content for Bitcoin literacy.
Future plans involve providing Bitcoin-related financial and advisory services.
The transaction is supported by PIPE investments totaling $486.5 million in convertible notes and $365 million in equity, including in-kind Bitcoin contributions.
Tether and Bitfinex will contribute 31,500 Bitcoin to Twenty One, valued at approximately $2.67 billion ($84,863.57 per Bitcoin).
Public Shareholders will receive one share of Pubco Class A Stock for each CEP Class A Ordinary Share, valued at $10.00 per share.
Tether, Bitfinex, and SoftBank will collectively own approximately 89.2% of Pubco Class A Stock (assuming no redemptions) and control 100% of voting power through Class B Stock.
The CEP Board unanimously approved the Business Combination, but did not obtain a fairness opinion.

Sentiment

Score: 3

Explanation: While the company has significant Bitcoin holdings and strong investor backing, the lack of operating history, substantial dilution for public shareholders, concentrated voting control, and a valuation below industry peers, coupled with high market volatility and regulatory risks, indicate a cautious outlook.

Positives

Pubco is expected to launch with significant corporate Bitcoin holdings of at least 43,500 Bitcoin.
The business plan includes strategic Bitcoin accumulation, active management, and development of educational content to drive adoption.
Bitcoin is viewed as an attractive, finite asset (21 million supply limit) with potential as an inflation hedge and for value appreciation.
Strong backing from major investors: Tether (world's largest stablecoin issuer), Bitfinex (active crypto exchange), and SoftBank (leading technology investment company).
The PIPE investments total $851.5 million ($486.5M convertible notes + $365M equity), validating Pubco's valuation and prospects.
Experienced management team with Jack Mallers (CEO of Strike) as CEO and Steven Meehan (public company CFO experience) as CFO.
Tether will provide ongoing administrative and operational services, enhancing efficiency and reducing overhead costs.
The transaction is structured to allow for capital-efficient Bitcoin accumulation and long-term value creation.
The current U.S. administration is viewed as strongly pro-crypto, potentially leading to increased institutional adoption and higher Bitcoin prices.

Negatives

Public Shareholders will incur substantial and immediate dilution upon closing due to the Sponsor's low-cost acquisition of Founder Shares and the issuance of Pubco Stock in the Business Combination and PIPE Investments.
Pubco has no operating history and has not yet produced any revenues, making future prospects difficult to evaluate and profitability uncertain.
The share price of Pubco Class A Stock is likely to be highly correlated to the volatile price of Bitcoin, exposing investors to significant market risk.
The CEP Board did not obtain a fairness opinion, meaning investors rely solely on the Board's judgment in valuing Twenty One's business.
Public Shareholders will have no voting rights for Pubco Class A Stock until all Class B Stock is canceled, giving concentrated control to Tether, Bitfinex, and SoftBank.
The CEP Board has a limited right to change its recommendation, even if circumstances (like a Bitcoin price decrease) suggest the merger is no longer in the best interest of public shareholders.
The Sponsor and its affiliates have financial incentives to complete the Business Combination, which may conflict with the interests of public shareholders.
Potential for increased competition in the Bitcoin treasury and digital asset education markets.
Pubco's CEO has limited public company management experience, and the company will rely on Tether for services, which also lacks public company operating experience.
The conversion ratio for Convertible Notes is tied to Bitcoin price at closing, meaning a decline could significantly increase dilution for existing shareholders.

Risks

Bitcoin is a highly volatile asset, and its price can rise and fall rapidly, which could adversely affect the market price of Pubco Class A Stock.
Pubco's Bitcoin acquisition strategy exposes it to risks associated with Bitcoin volatility, competition for acquisition, and difficulty in obtaining financing.
A significant decrease in the market value of Bitcoin holdings could adversely affect Pubco's ability to satisfy financial obligations, including $486.5 million in Convertible Notes.
The regulatory environment for digital assets is highly uncertain and rapidly evolving, potentially leading to new laws, enforcement actions, or classification of Bitcoin as a security, which could negatively impact Pubco's business and Bitcoin value.
Pubco faces risks related to the custody of its Bitcoin, including loss or destruction of private keys, cyberattacks, or insolvency of custodians (e.g., Anchorage), which may not be fully covered by insurance.
The accounting treatment of Bitcoin holdings (fair value recognition of gains/losses) will introduce volatility to financial results and could have adverse tax consequences (e.g., corporate alternative minimum tax).
The emergence or growth of other digital assets, including stablecoins or central bank digital currencies, could negatively impact Bitcoin's price and Pubco's business.
Pubco's compliance and risk management methods might not be effective, leading to legal liability, financial losses, and reputational damage.
The lack of an independent third-party underwriter review in the Business Combination means investors rely solely on the CEP Board's judgment.
Future resales of Pubco Class A Stock by major holders (Sponsor, Tether, Bitfinex, SoftBank) after lock-up periods could cause significant price drops.
Pubco may be subject to material litigation, investigations, and enforcement actions by regulators.
The Amended and Restated Certificate of Formation includes an exclusive forum provision and a jury trial waiver for internal entity claims, potentially limiting shareholder legal recourse.
Unrealized fair value gains on Bitcoin holdings could trigger the corporate alternative minimum tax under the Inflation Reduction Act of 2022.
The Indenture for Convertible Notes contains restrictive covenants that could limit Pubco's operations and ability to raise additional capital.
A decline in Bitcoin's value prior to closing could significantly increase the number of Pubco Class A shares issued upon conversion of Convertible Notes, leading to substantial dilution.
Cross-default provisions in the Indenture could accelerate all of Pubco's indebtedness if covenants are breached.

Future Outlook

Pubco aims to be a Bitcoin-native public company, strategically accumulating Bitcoin, actively managing its holdings, and developing educational content to accelerate Bitcoin adoption and literacy. In the future, it plans to offer Bitcoin-related financial and advisory services, with launch timing subject to regulatory approvals and market needs. The strategy prioritizes long-term value creation for shareholders by increasing Bitcoin per share (BPS) and Bitcoin Rate of Return (BRR).

Management Comments

Pubco considers itself a Bitcoin company built by 'Bitcoiners for Bitcoiners,' with plans to promote global adoption of Bitcoin as a treasury reserve asset, explore ways to creatively leverage its Bitcoin and prioritize long-term value creation for holders of Pubco Class A Stock.
Pubco believes that now is an attractive time for corporations to embrace Bitcoin as an asset, unlocking long-term value and a competitive edge through early adoption.
Pubco will be led by chief executive and president Jack Mallers. Mr. Mallers is a cryptocurrency entrepreneur and an advocate for its adoption by institutions, corporations and governments. Mr. Mallers will help establish Pubco in the public markets and will continue to advocate for Bitcoin through multiple channels.
Steve Meehan will lead the finance role and brings years of public company CFO experience and will drive Pubco's active Bitcoin treasury management and other business strategies.
The Company believes that its long-term thesis on Bitcoin's appreciation and adoption makes hedging unnecessary.
The Company will revisit this policy periodically as part of its risk management processes.

Industry Context

The transaction positions Pubco as a significant player in the emerging 'Bitcoin Treasury Company' sector, aiming to capitalize on increasing institutional and retail adoption of Bitcoin. It enters a competitive landscape with traditional financial firms, fintech providers, and other Bitcoin-focused companies, including ETFs and ETPs. The company's strategy is aligned with the growing interest in Bitcoin as a treasury reserve asset and a hedge against inflation, especially in a 'pro-crypto' U.S. regulatory environment. However, the industry is characterized by high volatility, evolving regulation, and susceptibility to market manipulation and security breaches.

Comparison to Industry Standards

Pubco expects to launch with the third largest corporate Bitcoin holdings of at least 43,500 Bitcoin, based on other companies' holdings as of the Business Combination Agreement signing date.
The Comparable Company Analysis reviewed Bitcoin Treasury Companies like MicroStrategy Incorporated (Strategy), Metaplanet Inc., Semler Scientific, Inc., and Fold, Inc.
The Enterprise Value to Bitcoin Value (EV/BTC) multiples for Comparable Companies ranged from 1.09x to 3.10x, with a mean of 1.96x.
MicroStrategy, the largest and most experienced Bitcoin treasury company, had an EV/BTC of 2.17x as of April 22, 2025, and traded between 1.32x and 3.89x since early 2024.
Pubco's transaction EV/BTC multiple was determined to be 0.96x, based on a $10.00 per share price, 341 million shares outstanding, $385 million in convertible notes (excluding option notes), 42,000 Bitcoin, a Bitcoin price of $91,455, and $120 million cash on balance sheet. This implies Pubco is valued at a discount compared to its peers.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer, President, Director (Pubco)	Jeff Haley (sole director of Pubco prior to closing)	Jack Mallers	Upon Closing	New management for the combined entity post-merger.
Chief Financial Officer (Pubco)	NA	Steven Meehan	Upon Closing	New management for the combined entity post-merger.
Director (Pubco)	Jeff Haley (sole director of Pubco prior to closing)	Paolo Ardoino	Upon Closing	Designee of Tether.
Director (Pubco)	Jeff Haley (sole director of Pubco prior to closing)	Zachary Lyons	Upon Closing	Designee of Tether.
Director (Pubco)	Jeff Haley (sole director of Pubco prior to closing)	Robert Bo Hines	Upon Closing	Designee of Tether.
Director (Pubco)	Jeff Haley (sole director of Pubco prior to closing)	Raphael Zagury	Upon Closing	Designee of Tether.
Director (Pubco)	Jeff Haley (sole director of Pubco prior to closing)	Jared Roscoe	Upon Closing	Designee of SoftBank.
Director (Pubco)	Jeff Haley (sole director of Pubco prior to closing)	Vikas J. Parekh	Upon Closing	Designee of SoftBank.
Chairman and Chief Executive Officer (CEP)	Howard W. Lutnick	Brandon Lutnick	December 2024	Nomination of Howard W. Lutnick to become United States Secretary of Commerce.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	Pubco's board will consist of seven directors: four designated by Tether (at least two independent), two by SoftBank (at least one independent), and the CEO of Pubco. This is a change from CEP's current board structure.	Upon Closing	Concentrates control with Tether, Bitfinex, and SoftBank, potentially limiting influence of public shareholders.
Board Classification	Pubco's board will be unclassified, with directors serving one-year terms, unlike CEP's classified board with two-year terms.	Upon Closing	May allow for more frequent changes to board composition, but still subject to concentrated voting power.
Director Election	Pubco directors will be elected by a plurality of votes cast by holders of Pubco Class B Stock (which holds all voting rights until canceled).	Upon Closing	Public Class A shareholders will have no voting rights for director elections until Class B shares are canceled, reinforcing control by major shareholders.
Special Shareholder Meetings	Special meetings can be called by the President, the Board, or holders of at least 30% of Pubco Class B Stock, a change from CEP's provisions.	Upon Closing	Limits the ability of Class A shareholders to call special meetings, further concentrating power.
Board Quorum	A majority of directors constitutes a quorum, including specific representation from Tether and SoftBank designees, and one independent director. Provisions for adjourned meetings if quorum is not met.	Upon Closing	Ensures representation of major shareholders in board decisions.
Notice of Shareholder Actions/Meetings	Pubco must give written notice 10-60 days before meetings (21 days for fundamental transactions). Shareholder proposals must comply with specific written notice procedures.	Upon Closing	Standardizes notice periods but maintains strict requirements for shareholder-initiated actions.
Exclusive Forum Provision	Pubco's Amended and Restated Certificate of Formation designates the Business Court in the First Business Court Division of Texas (or specific federal/state courts) as the exclusive forum for certain internal entity claims, excluding direct claims under federal securities laws.	Upon Closing	May limit shareholders' ability to choose a favorable judicial forum and could increase litigation costs, but aims for consistent legal interpretation.
Jury Trial Waiver	Pubco's Amended and Restated Certificate of Formation includes an irrevocable waiver of the right to a jury trial for internal entity claims as defined in Section 2.115 of the TBOC.	Upon Closing	May discourage lawsuits against directors/officers and reduce litigation costs, but limits shareholders' legal recourse.
Stock Ownership Requirement for Derivative Suits	Requires beneficial ownership of at least 3% of outstanding shares to institute derivative proceedings against directors/officers, with automatic increase to maximum allowable threshold under future TBOC amendments.	Upon Closing	Raises the bar for shareholders to bring derivative lawsuits, potentially protecting management from frivolous claims but also limiting accountability.
Controlled Company Status	Pubco expects to qualify as a controlled company under NYSE rules due to Tether and Bitfinex's combined voting power, allowing exemptions from certain corporate governance requirements (e.g., majority independent board).	Upon Closing	Reduces corporate governance protections for public shareholders compared to non-controlled companies.
Waiver of Corporate Opportunities	Pubco's Amended and Restated Certificate of Formation explicitly waives corporate opportunities for Tether, SoftBank, and their affiliates, including those serving as Pubco officers or directors, with certain exceptions.	Upon Closing	Allows major shareholders and their affiliates to pursue business opportunities that might otherwise be considered corporate opportunities for Pubco, potentially creating conflicts of interest.

Legal Proceedings

No litigation currently pending or contemplated against CEP or its officers/directors.
No legal proceedings against Twenty One or its subsidiaries.
Pubco may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities, which are often expensive and time-consuming.

Related Party Transactions

Sponsor (Cantor EP Holdings, LLC) purchased 2,500,000 CEP Class B Ordinary Shares for $25,000 (approx. $0.01/share) and 300,000 CEP Class A Ordinary Shares for $3,000,000 ($10.00/share).
Sponsor will receive additional Pubco Class A Stock due to anti-dilution provisions and will exchange 4,630,000 Pubco Class A Stock for $46.3 million in Exchange Notes (assuming no redemptions).
Sponsor has agreed to purchase 500,000 shares of Pubco Class A Stock from Tether for $5,000,000 ($10.00/share) via Cantor F&F SPA.
Sponsor provided a loan to CEP (Sponsor Loan) up to $1,750,000, with $645,543 outstanding as of June 30, 2025, convertible into CEP Class A Ordinary Shares at $10.00/share.
Sponsor may provide a Sponsor Note (up to $1,500,000) to fund $0.15/Public Share for redemptions.
CEP pays the Sponsor $10,000/month for office space and administrative services.
Sponsor agreed not to redeem its CEP Ordinary Shares and to vote in favor of the Business Combination.
CF&Co. (Cantor Fitzgerald & Co., an affiliate of Sponsor and Cantor) received a $2,000,000 underwriting discount for the CEP IPO.
CF&Co. will receive a $3,500,000 cash fee for Business Combination Marketing Agreement services (contingent on Closing).
CF&Co. will receive approximately $19.9 million cash fee for PIPE placement agent services (contingent on Closing).
CF&Co. may receive Convertible Notes (Engagement Letter Notes) up to $9.6 million (assuming maximum redemptions) based on a formula tied to Bitcoin value and PIPE proceeds.
CF&Co. may provide capital markets advisory services to Pubco for up to $9,250,000 for no additional consideration for 24 months post-PIPE Engagement Letter.
CF&Co. served as exclusive financial advisor for the Business Combination (no fee, but indemnified).
Affiliates of Cantor have provided investment banking and advisory services to Tether and SoftBank in the past and may continue to do so.
Tether Investments, S.A. de C.V. and iFinex, Inc. (Sellers) will contribute 31,500 Bitcoin to the Company (valued at $2.67 billion) in exchange for Pubco Class A and Class B Stock.
Tether purchased Initial PIPE Bitcoin (4,812.220927 BTC for $458.7M), Option PIPE Bitcoin (917.47360612 BTC for $99.5M), and June PIPE Bitcoin (1,381.15799423 BTC for $147.5M) to be sold to Pubco.
Tether will contribute Additional PIPE Bitcoin (4,422.688667 BTC) to Pubco for Pubco Class A and Class B Stock.
Tether will transfer SoftBank Shares (Pubco Class A and Class B Stock) to SoftBank.
Tether will provide administrative and operational services to Pubco for $30,000 per calendar quarter via a Services Agreement.
Tether purchased 490,000 CEP Class A Ordinary Shares in the IPO and will not vote or exercise redemption rights for them.
Stellar Beacon LLC (SoftBank) will purchase SoftBank Shares (Pubco Class A and Class B Stock) from Tether for cash consideration.
Pubco's Chief Executive Officer (Jack Mallers) and Chief Financial Officer (Steven Meehan) are expected to enter into employment agreements and receive equity awards under the Incentive Plan.

Stakeholder Impact

Public Shareholders will experience significant dilution, lose voting rights for Pubco Class A Stock until Class B Stock is canceled, and rely on the CEP Board's valuation without a fairness opinion. They have redemption rights, but exercising them may reduce liquidity for remaining shareholders.
Sponsor and Affiliates stand to make substantial profit on their initial investment even if Pubco's stock price declines, due to low-cost Founder Shares and various fees/notes. Their interests may conflict with public shareholders.
Tether, Bitfinex, and SoftBank will hold majority voting power through Class B Stock, controlling Pubco's strategic decisions. They have significant financial interests in the combined entity and will benefit from various agreements (e.g., services agreement, Bitcoin contributions).
New executive officers (Jack Mallers, Steven Meehan) will be appointed with employment agreements and equity awards. Pubco will initially have limited employees and rely on Tether for services.
Creditors: Pubco will incur $486.5 million in Convertible Notes, secured by Bitcoin holdings. The ability to service this debt depends on future cash flows and Bitcoin value.

Next Steps

Extraordinary General Meeting of CEP Shareholders on December 3, 2025, to vote on the Business Combination and related proposals.
If approved, the Business Combination will be consummated promptly after the meeting.
Pubco's Class A Stock is expected to be traded on NYSE or another national securities exchange under the symbol XXI.
Pubco will actively accumulate and manage Bitcoin holdings.
Pubco will commence development of educational materials and branded content for Bitcoin literacy.
Pubco plans to explore providing Bitcoin-centric financial and advisory services in the future, subject to regulatory approvals.
Pubco will adopt a 2025 Stock Incentive Plan prior to closing.
Pubco will file a Resale Registration Statement for Convertible Notes and underlying shares within 30 calendar days after Closing.
Pubco will amend and restate its organizational documents to incorporate the terms of the Governance Term Sheet.

Key Dates

Date	Description
2020-11-11	Cantor Equity Partners, Inc. (CEP) incorporated as a Cayman Islands exempted company.
2020-11	Sponsor purchased 14,375,000 CEP Class B Ordinary Shares for $25,000.
2021-05-27	Sponsor agreed to loan CEP up to $300,000 via Pre-IPO Note.
2021	Tether and Cantor established a relationship where Cantor acted as custodian and trading partner for Tether's stablecoin reserves.
2022-03-09	President Biden's prior Executive Order relating to cryptocurrencies issued (later revoked).
2022-09-08	White House Office of Science and Technology Policy issued a report on climate and energy implications of digital assets.
2022-11	FTX Trading Ltd. filed for bankruptcy.
2023-06-08	Sponsor surrendered 7,906,250 CEP Class B Ordinary Shares.
2023-06	EU's Markets in Crypto Assets Regulation (MiCA) became effective.
2023-11	SEC filed a complaint against Kraken (dismissed March 2025).
2023-12	FASB issued ASU 2023-08 (effective for fiscal years beginning after December 15, 2024).
2023-12	CFAC IV liquidated.
2023-12	SEC staff issued SAB No. 121 (rescinded January 2025).
2024-01-24	SEC adopted 2024 SPAC Rules (effective July 1, 2024).
2024-02-21	Sponsor surrendered 3,593,750 CEP Class B Ordinary Shares.
2024-03-06	SEC adopted final rules relating to climate-related disclosures (stayed April 2024, defense ended March 2025).
2024-04	Bitcoin halving event occurred.
2024-08-12	CEP IPO registration statement became effective; CEP and CF&Co. entered Business Combination Marketing Agreement; CEP and Sponsor entered Registration Rights Agreement; CEP, Sponsor, and officers/directors entered Insider Letter.
2024-08-13	CEP Class A Ordinary Shares commenced public trading on Nasdaq.
2024-08-14	CEP consummated IPO of 10,000,000 Class A shares; Sponsor purchased 300,000 Private Placement Shares; $100,000,000 placed in Trust Account; Underwriters informed CEP over-allotment option would not be exercised, leading Sponsor to surrender 375,000 Class B shares.
2024-08-15	Trust Account funds transferred to CF Secured.
2024-11-05	Amended and restated promissory note (Sponsor Loan) entered into by CEP in favor of Sponsor, effective August 12, 2024.
2024-11	CFAC VIII consummated initial business combination with XBP Europe.
2024-12	CFAC VII liquidated.
2024-12	Cantor settled with SEC for $6.75 million penalty without admitting or denying allegations.
2025-01-21	SEC Acting Chairman Mark Uyeda launched crypto task force.
2025-01-23	President Trump signed Executive Order to promote digital assets.
2025-01	China's central bank digital currency project made available to consumers.
2025-01	German government seized ~50,000 Bitcoin.
2025-01	CEP I consummated initial public offering.
2025-02	$1.5 billion of digital assets stolen from Bybit exchange.
2025-03-03	SEC agreed to dismiss civil enforcement action against Kraken.
2025-03-07	Twenty One Capital, Inc. (Pubco) incorporated in Texas; Twenty One Assets, LLC (Company) incorporated in Delaware.
2025-03-07	OCC issued letter rescinding prior guidance on crypto-asset activities for national banks.
2025-03-28	FDIC issued letter rescinding prior notification requirement for FDIC-supervised institutions engaging in crypto-related activities.
2025-04-14	SEC re-opened comment period for proposal to amend definition of exchange (later withdrawn June 2025).
2025-04-17	Company converted to Delaware limited liability company; CEP Merger Sub incorporated in Cayman Islands.
2025-04-22	Business Combination Agreement signed by CEP, Pubco, Twenty One, Tether, Bitfinex, SoftBank; Convertible Notes Subscription Agreements signed; April Equity PIPE Subscription Agreements signed; Sponsor Support Agreement signed; PIPE Engagement Letter signed; M&A Engagement Letter signed; Contribution Agreement signed; SoftBank Purchase Agreement signed; Governance Term Sheet signed; Executive Officer employment term sheets agreed.
2025-04-23	Joint press release announcing Business Combination; CEP filed Form 8-K.
2025-04-24	Board of Governors of the Federal Reserve System withdrew prior guidance on crypto-asset activities for state member banks.
2025-04-28	CEP filed Form 8-K with executed Business Combination Agreement and Ancillary Agreements.
2025-05-07	OCC issued letter confirming national banks may provide crypto custody/execution services.
2025-05-12	CEP filed Form 8-K reporting Tether's purchase of Initial PIPE Bitcoin (4,812.220927 BTC for $458.7M).
2025-05-22	Option Period for Convertible Notes PIPE expired; Option fully subscribed; Sponsor entered Sponsor Convertible Notes Subscription Agreement.
2025-05	CEP II consummated initial public offering.
2025-06-09	CEP filed Form 8-K reporting Tether's purchase of Option PIPE Bitcoin (917.47360612 BTC for $99.5M).
2025-06-19	June Equity PIPE Subscription Agreements signed (7,857,143 shares for $165M).
2025-06-20	CEP filed Form 8-K with June Equity PIPE Subscription Agreement.
2025-06-23	SoftBank Purchase Agreement amended and restated; June PIPE Bitcoin Sale and Purchase Agreement entered.
2025-06-25	Sponsor Support Agreement Amendment entered; PIPE Engagement Letter Amendment entered.
2025-06-27	CEP filed Form 8-K with Sponsor Support Agreement Amendment, June PIPE Bitcoin Sale and Purchase Agreement, and amended SoftBank Purchase Agreement.
2025-07-11	CEP Subsidiary A, CEP Subsidiary B, and Company Merger Sub incorporated.
2025-07-16	CEP filed Form 8-K reporting Tether's purchase of June PIPE Bitcoin (1,381.15799422 BTC for $147.5M).
2025-07-17	U.S. House of Representatives passed Digital Asset Market Clarity Act (CLARITY Act).
2025-07-17	U.S. Congress passed Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act).
2025-07-18	President Donald Trump signed GENIUS Act into law.
2025-07-26	Amendment No. 1 to Business Combination Agreement entered.
2025-07-29	CEP filed Form 8-K with Amendment No. 1 to Business Combination Agreement.
2025-07-30	White House working group published report on strengthening American leadership in digital financial technology.
2025-08	CEP IV consummated initial public offering.
2025-08-14	Deadline for CEP to consummate an initial business combination (24 months from IPO).
2025-09-01	EGS sent Skadden a draft of the Cantor F&F SPA.
2025-09-05	Company received additional capital contribution of $1 million.
2025-09-09	WithumSmith+Brown, PC issued report on Twenty One Capital, Inc. consolidated financial statements.
2025-09-12	Department of Treasury and IRS issued proposed regulations for corporate alternative minimum tax.
2025-09-30	Trust Account balance approximately $105.3 million; CEP Class A Ordinary Shares closing price $22.38.
2025-09-30	IRS announced intent to revise proposed CAMT regulations, providing interim guidance to exclude unrealized gains/losses on certain assets like Bitcoin.
2025-10-02	Tether confirmed it will not vote its CEP Class A Ordinary Shares or exercise redemption rights.
2025-10-10	Skadden sent comments on the Cantor F&F SPA.
2025-10-11	EGS reverted with a revised Cantor F&F SPA.
2025-10-13	Skadden and EGS exchanged revised drafts of the Cantor F&F SPA and agreed on the form of the agreement.
2025-10-16	Cantor F&F SPA signed by Sponsor and Tether.
2025-10-16	Beneficial ownership of CEP Ordinary Shares as of this date.
2025-10-17	Registration Statement filed with SEC (became automatically effective on 20th calendar day).
2025-10-20	Record Date for the Extraordinary General Meeting; CEP Class A Ordinary Shares closing price $20.00.
2025-11-06	Proxy statement/prospectus dated.
2025-11-07	Proxy statement/prospectus first mailed to CEP Shareholders on or about this date.
2025-11	CEP V consummated initial public offering.
2025-11-25	Deadline to request documents for timely delivery before the Meeting.
2025-11-25	Deadline for legal proxy registration for virtual meeting attendance.
2025-12-01	Deadline for Public Shareholders to demand redemption (5:00 p.m. ET).
2025-12-02	Deadline for Internet voting (11:59 p.m. ET).
2025-12-03	Extraordinary General Meeting of CEP Shareholders to be held at 10:00 a.m. ET.
2026-04-22	Termination date for Equity PIPE Subscription Agreements if not closed.
2026-08-14	End of Combination Period for CEP to consummate a business combination.
2027-01-01	Effective date for FASB ASU No. 2024-03 (Income Statement Expense Disaggregation).
2028-04	Next Bitcoin halving expected.
2140	Estimated year for Bitcoin's 21 million supply cap to be reached.

Recommendation

hold

The merger creates a Bitcoin-focused entity with substantial initial Bitcoin holdings and strong backing from major industry players like Tether, Bitfinex, and SoftBank, which could drive long-term value. However, the significant dilution for public shareholders, the concentrated voting control by insiders, the lack of a fairness opinion, and the inherent volatility of Bitcoin present considerable risks. The current valuation of Pubco's Bitcoin holdings is below industry peers, suggesting potential upside if Bitcoin prices rise and the company executes its strategy. Given the high risk/reward profile and the current market conditions, a 'hold' recommendation is appropriate for existing shareholders to observe execution and market acceptance, while new investors should approach with caution due to the speculative nature and governance structure.

Keywords

Bitcoin, Cryptocurrency, SPAC, Merger, Twenty One Capital, Cantor Equity Partners, Tether, Bitfinex, SoftBank, Digital Assets, SEC Filing, Corporate Treasury, Financial Services, Blockchain, Investment, PIPE, Convertible Notes, Dilution, Corporate Governance, Risk Management

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.