425: Twenty One Capital CEO: Bitcoin Strategy & Public Listing

Twenty One Capital's CEO, Jack Mallers, detailed the company's unique Bitcoin treasury and cash-flow generation strategy ahead of its anticipated public listing, contrasting it with MicroStrategy's leveraged model and discussing Tether's strategic moves.

Summary

• Cantor Equity Partners, Inc. (CEP) and Twenty One Capital, Inc. (Pubco) entered into a Business Combination Agreement on April 22, 2025, involving Twenty One Assets, LLC (Twenty One) and other entities.
• Jack Mallers, Co-Founder and CEO of Pubco (Twenty One), was interviewed by Kitco News on November 18, 2025, discussing Twenty One's strategy and market views.
• Twenty One aims to differentiate itself from MicroStrategy (leveraged treasury) and Coinbase (cash flow products), seeking a middle ground by building financial products, generating cash flow, and optimizing for Bitcoin capitalization as a treasury business.
• Mallers criticized MicroStrategy's preferred equity model, stating it adds leverage and pressure to the Net Asset Value (MNAV) and can lead to dilution or selling Bitcoin.
• Twenty One is already the third-largest corporate holder of Bitcoin, with 43,514+ BTC, and aims to become the largest once approved for public listing.
• Tether, a co-founder of Twenty One and its largest outside investor (SoftBank also an investor), has made a significant push into the gold royalty sector, acquiring stakes in Elemental Altus, EMX Royalty, Gold Royalty, and Matella.
• Mallers views Tether as a 'stable company' building a 'modern-day Fort Knox' by capitalizing on neutral reserve assets like gold and Bitcoin, contrasting its profitable and logical operations with OpenAI's unprofitable, ambitious AI goals.
• Twenty One has submitted final updates to its S-4 filing and has a shareholder vote scheduled for December 3, 2025, for approval to list its stock publicly.
• Mallers believes the US liquidity cycle is bottoming out and sees the current market as a good time to accumulate Bitcoin, emphasizing a long-term, conviction-based approach over emotional trading.
• He highlighted that institutions are 'forever buying the top' of Bitcoin because individuals were the first entrants, with institutions and governments owning less than 10% of the supply.

Sentiment

Score: 8

Explanation: The filing conveys a highly confident and optimistic sentiment regarding Twenty One Capital's strategic direction, its impending public listing, and the long-term prospects of Bitcoin. The CEO articulates a clear, differentiated strategy and expresses strong conviction, despite acknowledging market volatility and competitive pressures. The tone is forward-looking and assertive.

Positives

• Twenty One Capital is pursuing a differentiated strategy focused on generating cash flow from financial products to finance its Bitcoin treasury, avoiding the high leverage model of some competitors.
• The company is already the third-largest corporate holder of Bitcoin (43,514+ BTC) and aims to become the largest, demonstrating strong conviction in the asset.
• Twenty One benefits from a strong leadership team, including co-founder Tether, which is described as 'probably the most profitable per employee company period in the history of mankind,' and SoftBank as a major investor.
• Tether's strategic expansion into gold royalties and its positioning as a 'stable company' building a 'modern-day Fort Knox' suggests a robust, diversified approach to neutral reserve assets.
• Mallers expresses strong long-term conviction in Bitcoin, believing it will 'win out' in 20-40 years and that the current liquidity cycle is bottoming out, presenting a good accumulation opportunity.
• The impending public listing of Twenty One Capital is a significant milestone, expected to enable further financing and substantial Bitcoin accumulation.

Negatives

• MicroStrategy's model of using preferred equities to finance Bitcoin purchases is criticized for adding 'a lot of leverage and a lot of pressure to the MNAV,' potentially leading to dilution or selling Bitcoin.
• The market is 'flushing out' and 'doesn't agree' with the implied substantial premium on MNAV for leveraged Bitcoin companies, with MNAV falling to or below one.
• Preferred equities are described as 'really expensive' (e.g., 10.5% or 12% forever), posing significant future financial obligations.
• The 'highly volatile nature of the price of Bitcoin' is acknowledged as a risk, and Pubco's stock price is expected to be highly correlated to Bitcoin's price.
• The 'liquidity situation within the United States has been convoluted,' impacting risk assets including Bitcoin.
• Over half of Bitcoin holders are currently 'underwater,' which can lead to pessimism and capitulation in the industry.
• The concentration of 'enormous amount of power and risk into one private entity' (Tether) is raised as a concern, potentially swapping one form of centralized fragility for another.

Risks

• The Proposed Transactions (Business Combination and PIPE Offerings) may not be completed in a timely manner or at all, which could adversely affect CEP's securities price.
• Failure by the parties to satisfy the conditions to the consummation of the Business Combination, including CEP's shareholder approval or any PIPE Offerings.
• Failure to realize the anticipated benefits of the Proposed Transactions.
• High levels of redemptions by CEP's public shareholders could reduce the public float and liquidity of CEP's or Pubco's shares.
• The lack of a third-party fairness opinion in determining whether to pursue the Business Combination.
• Failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after closing.
• Costs related to the Proposed Transactions and becoming a public company.
• Changes in business, market, financial, political, and regulatory conditions.
• Risks relating to Pubco's anticipated operations and business, including the highly volatile nature of the price of Bitcoin.
• The risk that Pubco's stock price will be highly correlated to the price of Bitcoin, which may decrease at any time.
• Risks related to increased competition in the industries in which Pubco will operate.
• Significant legal, commercial, regulatory, and technical uncertainty regarding Bitcoin.
• Risks relating to the treatment of crypto assets for U.S. and foreign tax purposes.
• Difficulties managing growth and expanding operations after consummation of the Proposed Transactions.
• Challenges in growing Pubco's learning programs and educational content.
• Challenges in implementing Pubco's business plan, including Bitcoin-related financial and advisory services, due to operational challenges, significant competition, and regulation.
• The outcome of any potential legal proceedings that may be instituted against CEP, Pubco, Twenty One, or others following the announcement of the Proposed Transactions.
• Additional risks that are currently unknown or believed to be immaterial could also cause actual results to differ materially.

Future Outlook

Twenty One Capital expects to be approved shortly for public listing, after which it plans to substantially increase its Bitcoin holdings, aiming to become the largest corporate holder. The company intends to build cash-generating financial products to fund its Bitcoin treasury strategy, exploring leverage and treasury business models while affording them with cash flow. Jack Mallers believes the world needs to recollateralize against sovereign debt, with gold and Bitcoin serving as neutral reserve assets. He foresees Bitcoin winning out in 20-40 years and views Tether as building a 'modern-day Fort Knox' for a multipolar world. Mallers also anticipates a return of liquidity to the market and believes the current Bitcoin liquidity cycle is bottoming out, presenting a strong accumulation opportunity.

Management Comments

• "We expect to be approved shortly on a public stock exchange, where we can list the stock publicly."
• "We think we can live somewhere in the middle where we are not as sold on these preferred equities... We want to be a combination of the best parts of Coinbase and the best parts of MicroStrategy."
• "Our opinion has always been that's not where we want to live. We don't consider ourselves a treasury company for that reason."
• "We want to be the Bitcoin company in the capital markets that can explore leverage, can explore a treasury business, but afford it with cash flow as opposed to things like dilution or having to sell Bitcoin off our balance sheet."
• "We want to be the treasury company that can afford it, right?"
• "We will be able to add to that position substantially once we're approved. And we want to be the largest holder of Bitcoin."
• "Our goal has always been, be the best way to participate in Bitcoin's story in the capital markets. We think we can bring both blue chip credibility and startup upside to the capital markets."
• "We've already raised a convertible bond instrument. That's certainly within the reigns and I would say we have a culture, never say never, right? Part of our culture not only at Twenty One and Strike but also in Bitcoin is stay humble and stack sats."
• "Launching a preferred equity will not be our first product once we're approved. I can say that confidently."
• "Tether, the stable company, not just the stable coin."
• "I think Tether's building for that world, which is just a more practical, reasonable, logical world, which is, okay, we're going to capitalize our business on neutral reserve assets. We're going to be better at EBITDA and profits and employment and efficiency. We're going to focus on technology."
• "Ultimately, Tether is governed by Bitcoin and gold, right? Tether can't print a bunch of Bitcoin. Tether can't print a bunch of gold."
• "Customers elected their approach, their product, their leadership team, their brand. And so they've won the free market."
• "I think that the world needs to recollateralize entirely, right? Right now we're collateralizing against sovereign debt and we're in a sovereign debt crisis."
• "In 20, 30, 40 years, I personally believe Bitcoin wins out and I know Paulo, the CEO of Tether, has been very public in saying that as well."
• "Even at Twenty One, we're building a bridge that's walking people from a distressed world to a more prosperous world. We're building the bridge, standing right in the middle of the bridge, and we're saying, 'This thing's not going to break. It's stable. You can walk on it. Bitcoin works.'"
• "For right now, we're pencils down and working with the SEC on the approval of the transaction."
• "The liquidity situation within the United States has been convoluted. Risk assets are going to respond to that. Bitcoin is going to respond the most because that's what it's designed to do. Liquidity is going to come back. It has to or else the world's going to fall apart."
• "This is not a catastrophe. Sam Bankman-Fried didn't rob 10 billion dollars from all of us. We're okay. I think the liquidity cycle is bottoming out and this is a great time to add."
• "An emotional trader is the worst trader. Leave emotions to the bedroom and just focus on staying humble and hard work and conviction in moments like this."
• "Institutions are forever buying the top because all of the individuals did buy what you're calling the bottom."
• "Institutions and governments combined, they don't even own 10% of the supply of this thing. The people, the individuals own this and so institutions are forever buying the top of Bitcoin and that's the coolest part."
• "Gold has the skeletal frame to take on those inflows where Bitcoin is just too small."
• "How does it become a $30 trillion asset? And those are the conversations that are had. Right allocation, right way to think about it. And I think you're starting to realize that. I mean, seeing Harvard build the position it has is pretty validating."

Industry Context

This announcement positions Twenty One Capital as a unique player in the Bitcoin and digital asset space, aiming to combine the cash-flow generation of companies like Coinbase with the large Bitcoin treasury holdings of MicroStrategy, but without the reliance on perpetual leverage. The CEO's comments highlight a broader industry trend of corporate treasuries exploring Bitcoin, while also critiquing the financial engineering models that introduce significant leverage. Tether's aggressive move into gold royalties reflects a growing sentiment among 'hard money' advocates to diversify beyond traditional fiat systems and stablecoins, building a 'Fort Knox' of neutral reserve assets in anticipation of a multipolar world and potential sovereign debt crises. The discussion also touches on Bitcoin's evolving adoption curve, its increasing appeal to institutional investors (like Harvard), and the challenge of scaling its market cap to accommodate large sovereign allocations, contrasting it with gold's more mature 'skeletal frame.'

Comparison to Industry Standards

• **MicroStrategy (Strategy):** Described as a 'treasury company' focused on 'financial engineering' and relying on preferred equities (e.g., 10% Euro denominated, sold at 80 cents, trading at 78 cents) to fund Bitcoin purchases ($835 million in 7 days). Twenty One criticizes this model for adding 'leverage and pressure to the MNAV' and potentially leading to dilution or Bitcoin sales.
• **Coinbase:** Characterized as building 'cash flow, for-profit products' to offer Bitcoin exposure. Twenty One aims to integrate the 'best parts' of Coinbase's cash flow generation with MicroStrategy's large Bitcoin holding strategy.
• **Tether:** Co-founder of Twenty One and its largest outside investor, described as 'probably the most profitable per employee company period in the history of mankind.' Tether has made a significant push into the gold royalty sector (stakes in Elemental Altus, EMX Royalty, Gold Royalty, Matella), positioning itself as a 'stable company' building a 'modern-day Fort Knox' with large gold and Bitcoin holdings.
• **Strike:** Mentioned as 'one of the most profitable per employee Bitcoin companies in the world,' highlighting the leadership team's experience in building cash-generating businesses.
• **OpenAI/Sam Altman:** Contrasted with Tether; OpenAI is depicted as 'massively unprofitable' and aiming to solve world problems through AI, a goal perceived as 'physically impossible,' while Tether is 'massively profitable and operating fairly logically.'
• **Leveraged Bitcoin ETFs:** Mallers notes that these already exist, implying Twenty One offers a different value proposition beyond simple leveraged exposure.
• **Harvard:** Mentioned as having built a position in Bitcoin, validating the asset's growing institutional acceptance.
• **El Salvador:** Noted for adding another $100 million in Bitcoin during a market selloff, indicating continued sovereign accumulation.

Legal Proceedings

• The risk factors section mentions the 'outcome of any potential legal proceedings that may be instituted against CEP, Pubco, Twenty One or others following announcement of the Proposed Transactions.'

Stakeholder Impact

• **Shareholders (CEP):** Will participate in a shareholder vote on the Business Combination and PIPE Offerings, with potential impacts from redemptions affecting liquidity and the public float of shares.
• **Future Shareholders (Pubco/Twenty One):** Will gain exposure to Bitcoin's story through an operating business, with the potential for 'blue chip credibility and startup upside,' but also subject to Bitcoin's price volatility.
• **Customers (Twenty One/Tether):** Twenty One aims to build a 'bridge' to a more prosperous world with stable Bitcoin-related products. Tether provides USDT as a savings account for emerging markets, Tether Gold for commodity trade and debasement concerns, and Bitcoin products.
• **Employees (Strike/Tether):** The companies are highlighted for their high profitability per employee, suggesting a strong and efficient operational environment.
• **Creditors/Investors in Convertible Bonds:** Twenty One has already raised a convertible bond instrument and plans to raise more, indicating opportunities for debt investors, with the intent to finance these through cash flows.

Next Steps

• Twenty One Capital expects to be approved shortly for public listing on a stock exchange.
• A shareholder vote for the Business Combination is scheduled for December 3, 2025.
• Twenty One is currently working with the SEC on the approval of the transaction.
• Upon approval, Twenty One plans to engage in financing and substantially add to its Bitcoin position, aiming to become the largest corporate holder.
• Twenty One intends to continue building cash-generating financial products and businesses within the Bitcoin industry.
• Tether is expected to continue its strategy of capitalizing on neutral reserve assets like gold and Bitcoin, building for a 'multipolar world.'
• Twenty One will continue to buy Bitcoin as it can, adhering to a 'stay humble and stack sats' philosophy.

Key Dates

Recommendation

Based on the filing, Twenty One Capital presents a compelling 'buy' opportunity for investors aligned with the long-term Bitcoin thesis. The company's strategy to generate cash flow from financial products to fund its Bitcoin treasury differentiates it positively from highly leveraged competitors like MicroStrategy. With a strong leadership team, significant existing Bitcoin holdings (43,514+ BTC), and an ambitious goal to become the largest corporate Bitcoin holder, Twenty One is well-positioned for growth. The impending public listing and the CEO's confident outlook on Bitcoin's future and the market's liquidity cycle further bolster this recommendation, suggesting a company with both strategic clarity and execution potential in a high-growth sector.

Keywords

Bitcoin, Twenty One Capital, Tether, SEC Filing, Business Combination, Cryptocurrency, Digital Assets, Corporate Treasury, Public Listing, Financial Products, Gold Royalty, Stablecoin, MicroStrategy, Coinbase, Capital Markets